erc standard utilities supply agreement 439

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Egyptian Resorts Company S.A.E. Exclusive Supply of Utilities and Community Services Agreement at Sahl Hasheesh Resort Community Page 1 of 15 EXCLUSIVE SUPPLY OF UTILITIES AND COMMUNITY SERVICES AGREEMENT AT SAHL HASHEESH RESORT COMMUNITY PHASE VILLA PLOT TABLE OF CONTENTS SECTION 1: AGREEMENT MAIN DETAILS SECTION 2: EXCLUSIVE SUPPLY OF UTILITIES AND COMMUNITY SERVICES SCHEDULE 1: The Utilities and Community Management Services; SCHEDULE 2: The Deed of Adherence; SCHEDULE 3: Utilities Prices; SCHEDULE 4: Community Management and Community Services Rules, Regulations and Fee Model; SCHEDULE 5: Copy of the Preliminary Sale and Purchase Agreement; and SCHEDULE 6: Cadastral Map of Sahl Hasheesh Resort Community, outlining the demarcation of the Site subject matter of this Agreement. 439 1 Commercial in Confidence

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Page 1: Erc Standard Utilities Supply Agreement 439

 

Egyptian Resorts Company S.A.E. Exclusive Supply of Utilities and Community Services Agreement at Sahl Hasheesh Resort Community Page 1 of 15

EXCLUSIVE SUPPLY OF UTILITIES AND COMMUNITY SERVICES AGREEMENT AT SAHL HASHEESH RESORT COMMUNITY

PHASE VILLA PLOT

TABLE OF CONTENTS

SECTION 1: AGREEMENT MAIN DETAILS SECTION 2: EXCLUSIVE SUPPLY OF UTILITIES AND COMMUNITY SERVICES SCHEDULE 1: The Utilities and Community Management Services; SCHEDULE 2: The Deed of Adherence; SCHEDULE 3: Utilities Prices;

SCHEDULE 4: Community Management and Community Services Rules, Regulations and Fee Model; SCHEDULE 5: Copy of the Preliminary Sale and Purchase Agreement; and SCHEDULE 6: Cadastral Map of Sahl Hasheesh Resort Community, outlining the demarcation of the Site subject matter of this Agreement.

 

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Egyptian Resorts Company S.A.E. Exclusive Supply of Utilities and Community Services Agreement at Sahl Hasheesh Resort Community Page 2 of 15

THIS AGREEMENT is made on 23rd March 2010 (“Agreement”)

BETWEEN the Seller and the Purchaser and the Guarantor (if applicable) named herein below in the Main Details.

SECTION 1: AGREEMENT MAIN DETAILS

Parties Seller: Egyptian Resorts Company S.A.E., an Egyptian joint stock company duly incorporated and existing under the laws of the Arab Republic of Egypt

Commercial Registry No.: 6514 Registered Address: 4A Aziz Abaza Street, Zamalek,

Cairo, Egypt Represented By: Mr. Mohamed Kamel Capacity: Chief Executive Officer Telephone: +202 2735 8427 Facsimile: +202 2735 2743 Mobile: +2012 211 7735 Email: [email protected] Purchaser: Abd El Mohsen Abd Elmaksoud Nassar National ID/Passport No.: ■ Address: ■ Nationality: ■ Date Of Birth: ■ Telephone: +202 ■ Facsimile: +202 ■ Mobile: +202 010 111 2362 Email: Alisraco company [[email protected]] If Applicable Guarantor: ■, a company registered in ■ Commercial Registry No.: ■ Registered Address: ■ Represented By: ■ Capacity: ■ Telephone: +202 ■ Facsimile: +202 ■ Mobile: +20■ Email: ■

The Seller, the Purchaser and the Guarantor (if applicable) hereinafter jointly referred to as the "Parties" and separately as the "Party"

Site Plot Number 439 Approximate Surface Area Approximately 998.5 square meters as specified in the Cadastral Map of the Sahl Hasheesh Resort

Community, attached herein under Schedule (6) subject to the survey delimitation statement issued upon the registration of ownership title in favor of the Purchaser.

Boundaries: Northern Boundary: Plot # 440 Eastern Boundary: Red Sea beach Southern Boundary: Plot # 438 - Road Western Boundary: Road

The Preliminary Sale and Purchase Agreement

The Preliminary Sale and Purchase Agreement (with the reservation of temporary ownership title) signed between the Parties on 25th December 2010 in relation to the purchase of the Site by the Purchaser from the Seller at Sahl Hasheesh Resort Community.

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Egyptian Resorts Company S.A.E. Exclusive Supply of Utilities and Community Services Agreement at Sahl Hasheesh Resort Community Page 3 of 15

Development Description

Villa as per the specific Design Guidelines and development conditions of the Seller A building containing only one (1) Dwelling whether for overnight, short term or long term accommodation designed, constructed and completed according to the Building and Design Guidelines and Development Approval issued by the Seller. The Villa may not be subdivided in any way shape or form at any time and must be utilized in accordance with the Environmental Protection Conditions and the Organizational and Administrative Conditions of the Center at all times.

Completion Date

The Completion of the Development at the Site shall be no later than 25th December 2003

Agreement The Purchaser irrevocably acknowledges that the Schedules attached to this Agreement are an integral part of this Agreement as well as the Preliminary Sale and Purchase Agreement.

Schedules to this Agreement

SCHEDULE 1: The Utilities and Community Management Services; SCHEDULE 2: The Deed of Adherence; SCHEDULE 3: Utilities Prices; SCHEDULE 4: Community Management and Community Services Rules, Regulations and Fee Model; SCHEDULE 5: Copy of the Preliminary Sale and Purchase Agreement; and SCHEDULE 6: Cadastral Map of Sahl Hasheesh Resort Community, outlining the demarcation of the Site subject matter of this Agreement.

Executed By Egyptian Resorts Company S.A.E. (“Seller”) By Mr. Mohamed Kamel Capacity Chief Executive Officer

Signature ■ (“Purchaser”) By ■ Capacity ■

Signature If Applicable ■ (“Guarantor”) By ■ Capacity ■

Signature

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Egyptian Resorts Company S.A.E. Exclusive Supply of Utilities and Community Services Agreement at Sahl Hasheesh Resort Community Page 4 of 15

SECTION 2: EXCLUSIVE SUPPLY OF UTILITIES AND COMMUNITY SERVICES

PREAMBLE Whereas, the Purchaser has purchased the Site from the Seller by virtue of the Preliminary Sale and Purchase Agreement (attached herein in Schedule 5) in order to construct the Development (as defined below);

Whereas, it has been agreed that the Seller will exclusively supply the Purchaser with the Utilities and Community Services (as defined below) necessary for the establishment and operation of the Development;

Whereas, the Parties agreed that this Agreement shall regulate the contractual relationship between the Parties in relation to the exclusive supply of Utilities and Community Services by the Seller.

Accordingly, the Parties have agreed upon concluding this Agreement according to the following conditions:

1. DEFINITIONS AND INTERPRETATION 1.1 The Purchaser acknowledges that the Schedules are an integral part

of the Agreement as well as the Preliminary Sale and Purchase Agreement.

1.2 In this Agreement the terms set out in the Main Details have the respective meanings given to them there and the following defined terms shall have the following meaning (unless the context requires otherwise):

“Apartment” means a Dwelling in an Apartment Development;

“Apartment Development” means any building or group of buildings comprising more than one (1) Dwelling whether for overnight, short term or long term accommodation that is not licensed under Egyptian Law as a Hotel, whether or not the Apartment Development is located on the same site as a Hotel, Villa, group of Villas, Retail Space, or Themed Recreation Area;

“Built-Up Area” means the contracted areas of any buildings of any nature or use;

“Completion” means the time at which the construction of the Development is completed with no remaining construction activities in accordance with the Development Approval and full payment of the Purchase Price is received by the Seller;

“Completion Date” means the date on which Completion occurs as stated in the Preliminary Sale and Purchase Agreement;

“Commencement Date” means the Completion Date of the Development as per the provisions of the Preliminary Sale and Purchase Agreement;

“Common Area” (only in relation to an Apartment Development and/or Retail Space) means any part of a building that is not within an Apartment, Hotel, Villa or Retail Space, including but not limited to, stairwells, elevator shafts and access ways;

“Community Administrator and Community Manager” means the persons(s) appointed by the Seller to regulate and manage the community at Sahl Hasheesh Resort Community;

“Community Management” means the management of all Community Services including, but not limited to, management of employees, contractors, consultants, assets, administration of contracts, government obligations, public utility usage, budgets, valuations, insurances, financial reporting, debt collection and banking requirements and management of behavior within Sahl Hasheesh Resort Community rules;

“Community Manager’s Budget” means the budget of expected community costs for all Community Services. This budget is to be prepared by the independent Community Manager appointed by the Seller;

“Community Services” means the provision of all services to the Sahl Hasheesh Resort Community, including, but not limited to, maintenance of community public areas, public buildings, monuments and utility infrastructure, provision of security and protection for the residents, visitors and workers in Sahl Hasheesh Resort Community, development and maintenance of Sahl Hasheesh Resort Community brand and reputation, maintenance of Future Capital Fund and general administrative services;

“Community Management Fees” means the fees payable by the Purchaser to the Seller pursuant to Clause (5) and Schedule (4) attached hereto;

“Customers” means the persons (other than the Purchaser) with which the Seller has entered into sale of land contracts for the sale of a plot or plots of land and/or real estate properties located at Sahl Hasheesh Resort Community;

“Deed of Adherence” means the form of the deed of adherence as detailed in Schedule (2);

“Design Guidelines and Conditions” means the design guidelines and conditions (including without limitations the environment protection conditions) that must be followed at all times by the Purchaser while implementing the terms of the Agreement (as per RTKL and/or WATG or others as required by the Seller);

“Development” means:  a. any form of use of the Site; b. the erection of any building(s) on the Site; c. the carrying out of any work(s) on the Site; d. the demolition of any building(s) on the Site; and/or e. Subdivision.

“Development Approval” means the final certificate approval issued by the Seller to the Purchaser including all conditions determined by the Seller along with the plans stamped by both the Seller and the TDA, indicating the approval of the Seller and the TDA for the Purchaser to proceed with the Development;

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“Dwelling” means any room or rooms that may be occupied or used, or constructed so as to be capable of being used or occupied, as a separate domicile.

“Fees” has the meaning set forth in Sub-Clause (6.3);

“Hotel or Hotel Development” means any building(s) or any part thereof licensed under Egyptian Law as a Hotel, including Residual Land Area;

“Hotel Manager” means any person, corporation, registered company or other legal entity, with any right to manage or otherwise control the day-to-day operation of a development whether that right is by way of contract or formal or informal agreement with the contracted or registered owner of the Hotel;

“Gross Land Area” means the Approximate Surface Area of the Plot as determined by this Agreement and adjusted by the survey delimitation statement issued upon registration of the ownership title in favor of the Purchaser;

“Liability” means all liabilities of any kind (including, without limitations, liabilities under claims, demands, proceedings, awards and/or actions) for the matters of any kind (including, without limitation, costs, expenses, losses, damages, compensation, penalties, fees and/or disbursements);

“Occupant’s Union” means a group or collective of the contracted owners of Apartments or Retail Space who wish to take financial responsibility for the management and costs of maintaining and/or investment in any Common Area.

“Residual Land Area” means the Gross Land Area minus the Site Cover;

“Retail Space” means any part of a development (excluding a Hotel) whether or not covered and/or enclosed, that is approved for any form of retail or commercial activity, including shops and restaurants, in the Development Approval issued by the Seller and/or drawings approved by the TDA as indicated by the seal of the TDA stamped on the drawings;

“Sales Taxes” means any taxes imposed in accordance with the Egyptian Sales Tax Law No. 11 for the year 1991 as amended; and any other Egyptian law, whether current or issued after the Commencement Date, imposing taxes on the sale of goods;

“Schedules” mean the respective Schedules to the Annexes of this Agreement which are an integral part of this Agreement;

“Site Cover” means that portion of the Gross Land Area covered by any building or buildings as delineated by the Seller in accordance with the Development Approval;

“Themed Recreational Area” includes golf courses, water parks, marine parks, theme parks, and/or any other facilities approved as a themed recreation facility in the Development Approval issued by the Seller;

“Transfer” means any sale by the Purchaser of all or part of any erected buildings on any part of the Site sold by the Seller to the Purchaser pursuant to the Agreement;

“Utilities” means those items as set out in schedule (1) attached hereto; and

“Utilities Prices” means the prices of the Utilities payable by the Purchaser to the Seller pursuant to Clause (5) and Schedule (3) attached hereto.

“Villa” means a building containing only one (1) Dwelling whether for overnight, short term or long term accommodation and whether or not the Villa is located on the same site as a Hotel, Apartment Development, Villa, group of Villas, Retail Space, or Themed Recreation Area;

2. INTERPRETATION 2.1 the word "Development" includes a reference to the whole or any part

of the Development as the circumstances may require;

2.2 the use of the Site includes a reference to a change of building use;

2.3 the erection of a building includes a reference to:

a. the rebuilding of, the making of alterations to, or the enlargement or extension of, a building, and/or

b. the placing or relocating of a building on the Site,

2.4 The carrying out of a work includes a reference to:

a. The rebuilding of, the making of alterations to, or the enlargement or extension of, a work, and/or

b. Erecting an advertising structure.

2.5 a work includes a reference to any physical activity in relation to the Site, including but not limited to any alteration or change in the surface of the level of the Site, excavations, building work and landscaping including retaining works; and

2.6 The carrying out of Development includes a reference to the use of the Site or a building, the erection of a building, the carrying out of a work, the demolition of a building or work.

2.7 terms defined in the Schedules have the same respective meanings in this Agreement;

2.8 words referring to persons include firms, corporate bodies and vice versa;

2.9 The headings and contents list in this Agreement are for reference only and are not to be referred to when interpreting it;

2.10 An obligation to do something is satisfied by procuring that it is done;

2.11 An obligation not to do something includes an obligation not to allow it to be done; and

2.12 "Day" or "days" mean any day on which the banks are open in Cairo, Egypt.

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3. APPOINTMENT AND NATURE OF THE UTILITIES

3.1 The Seller shall have the exclusive right to continuously supply, either directly or indirectly, the Site with the infrastructure utilities necessary for operating the Development including the networks of roads, desalinated or fresh water, electricity necessary for operation and other activities, sanitary drainage, and all types of electronic, information technology, telecommunications and other automatic types of communications and all other types of services and or access connectivity whatsoever in accordance with the terms of this Agreement and payment of the applicable fees therein, pursuant to all applicable laws.

3.2 The Purchaser irrevocably acknowledges and agrees that the management and maintenance (including, without limitation, ongoing regular maintenance and future capital upgrades) of all of the Seller’s private utilities, roads, pathway access systems, public artworks and structures, waterways, open spaces, public areas (including facilities, services) that are intended to be for the benefit of Sahl Hasheesh Resort Community either directly or indirectly will be solely administered and managed by the Community Administrator and Community Manager and the Purchaser undertakes to abide by all rules and regulations as set by the Community Administrator and Community Manager in connection thereto. For the avoidance of doubt, in the event of any discrepancy between this Sub-Clause (3.2) and Schedule (1), the terms of Schedule (1) shall prevail.

3.3 The Purchaser acknowledges and agrees that each land plot within Sahl Hasheesh Resort Community must be separately connected directly to the Utilities provided by the Seller, by way of the separate Utilities service connection point(s) approved and provided by the Seller and that the Purchaser shall not obtain Utilities services by way of any other method of connection to the Sellers Utilities, including by connection to the services supplied to another land plot, whether or not the plots are in the same ownership.

3.4 The Seller shall be the exclusive retail and wholesale supplier at every stage of any supply arrangement of the Utilities to the Purchaser and all leases, tenants, concessionaries, residents, guests, tourists and any other occupier, visitor and permanent or temporary individual, company or any other type of entity that may from time to time be located at Sahl Hasheesh Resort Community where the Seller is the owner of all private roads and services and other networks.

3.5 Water reticulation includes all potable, non-potable and tertiary treated water supply and any other kind of water than maybe used in the site whatsoever, for consumption, irrigation or industrial, commercial or residential use, this will include storage of water, treatment of water, all reticulation of water , sewerage collection reticulation and treatment to a primary, secondary or tertiary water quality level.

3.6 Information technology includes, all information technology supply, reticulation, installation, monitoring, retailing, wholesaling of telephone and Internet services and IPTV (Internet Protocol Television), and any other type of electronic information services that may exist now or in the future, pursuant to all applicable laws.

3.7 Electricity supply will include all types of supply both wholesale and

retail, maintenance, reticulation in any manner whatsoever, including repairs, maintenance, and general upkeep of the Development’s networks, plant and central utilities facilities. For the avoidance of doubt, in the event of any discrepancy between this Sub-Clause (3.7) and Schedule (1), the terms of Schedule (1) shall prevail.

3.8 Other supply of Utilities will include all and any other type of

essential and or community management service whatsoever that is available now or in the future by whatever means.

3.9 The Purchaser acknowledges that the Seller will incur material

investment cost in order to supply the Utilities subject of this Agreement and that the Seller is entering into this Agreement in reliance on the exclusivity stipulated herein.

3.10 Without prejudice to the Seller’s contractual and statutory rights and

remedies under the terms of this Agreement or granted by the Egyptian Law, in the event the Purchaser breaches the Seller’s contractual exclusivity in connection with the supply of any of the Utilities referred to herein, the Purchaser shall be liable for any and all losses, liabilities, damages and expenses suffered or incurred or payable by the Seller (whether direct or indirect, consequential, incidental or economic) resulting from the subject contractual breach.

4. DURATION 4.1 The Purchaser undertakes to abide by the provisions of The

Exclusive Supply of Utilities and Community Services for a duration of (99) calendar years, renewable automatically for similar terms, unless Seller serves a (12) calendar months prior written termination notice to the Purchaser.

4.2 In the event the Seller terminates this Agreement in accordance with

Sub-Clause (4.1) above, none of the parties shall have any liability to the other Party without prejudice to the Seller’s right relating to any due and unpaid amounts invoiced by the Seller in accordance with the Utilities Prices, as per the terms of this Agreement.

5. UTILITIES PRICES AND COMMUNITY MANAGEMENT FEES 5.1 The Purchaser shall pay the Utilities Prices as set out in Schedule (3)

attached hereto and the Seller reserves the right to increase said Utilities Prices on each anniversary of the Agreement in accordance with the prevailing [competitive] market conditions.

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5.2 The Purchaser shall promptly pay within (7) days of the end of each period the amounts due to the Seller as per the applicable Utilities Prices and a statement and/or invoice signed by a representative of the Seller stating the amount due, owing or payable will be prima facie evidence of the matters to which it relates.

5.3 The Purchaser undertakes to pay the Community Management Fees as set out under Schedule (4) within (7) days as of the date of receipt of an invoice issued by the Seller in connection thereto.

5.4 The Purchaser acknowledges that in case of delay in payment of the Utilities Prices and/or the Community Management Fees, the Seller shall be entitled to the following: a. A delay interest equal to an average rate of interest charged by

the commercial banks in Cairo, of the amount payable without need to notify the Purchaser;

b. Immediately seize and stop the supply of the Utilities in case the

delay in payment exceeds (7) days; and c. Any other right stipulated hereupon or granted by law.

6. TAXES AND EXPENSES 6.1 It is agreed between the Parties that the Purchaser shall solely bear

all the Sales Taxes arising out of the execution of this Agreement.

6.2 Such Sales Taxes shall be, in addition to the Utilities Prices, added to the invoices or statements issued by the Seller in relation thereto.

6.3 The Purchaser shall solely bear any and all charges, duties, expenses and/or fees imposed by any official or Governmental Authority in connection with the supply of the Utilities hereunder (“Fees”). The Fees shall be, in addition to the Utilities Prices, added to the invoices or statements issued by the Seller in relation thereto.

7. EXCLUSIVITY AND USE OF THIRD PARTIES 7.1 The Purchaser acknowledges that the Seller is the sole exclusive

supplier of the Utilities in relation to the Development and, accordingly, irrevocably and unconditionally undertakes not to use, hire, deal with and/or enter into any agreement, whether directly or indirectly, with any person other than the Seller or its assignees in relation to the supply of Utilities.

7.2 It is hereby agreed between the Parties that the Seller shall have the right to use, hire, assign to, deal with, subcontract with and/or enter into any agreement with any person in relation to the supply of Utilities, at its sole unilateral discretion.

8. CONTINUATION OF OBLIGATIONS 8.1 The Purchaser warrants and represents that all persons who are

currently owning, leasing, hiring and/or using any part of the Development shall be bound and obliged by the provisions of this Agreement including the obligation to pay the Utilities Prices on due dates referred to in Clause (5) of this Agreement.

8.2 The Purchaser warrants and represents that all persons who will purchase, own, lease, hire and use any part of the Development shall be bound and obliged by the provisions of this Agreement including the obligation to pay Utilities Prices on due dates referred to in Clause (5) of this Agreement as well as the Development Approval.

9. RELATIONSHIP BETWEEN THE PARTIES In the performance of this Agreement, the Parties will be acting in their corporate capacities and not as agents, employees, partners, joint venture partners, or associates of one another. The Parties intend that an independent contractor relationship will be created by this Agreement. The employees or agents of one Party shall not be deemed or construed to be the employees or agents of the other Party for any purpose whatsoever.

10. INDEMNIFICATION AND LIMITATION OF LIABILITY 10.1 To the fullest extent permitted by law, the Purchaser hereby agrees

to indemnify and hold harmless the Seller (including, but not limited to, its affiliates, directors, officers, agents and employees) (collectively “Indemnified Persons”, from and against all claims, Liabilities, losses, damages and expenses incurred (including legal fees), joint or several (including actions or proceedings in respect thereof) (collectively “Losses”) relating to or arising out of the supply of Utilities hereunder. The Purchaser shall not, however, be liable under this indemnity Clause to the extent that any such Losses are determined by a competent court pursuant to Clause (22) or are otherwise finally determined, as the case may be, to have resulted primarily from the gross negligence, willful misconduct, or bad faith of the Seller only toward the Purchaser in the performance of the obligations hereunder.

10.2 To the fullest extent permitted by law, the Purchaser also agrees that no Indemnified Person shall have any liability (whether direct or indirect) to the Purchaser or any person claiming through the Purchaser, including without limitation its owners, parents, affiliates, security holders, or creditors, for any Losses suffered by the Purchaser or any such other person relating to or arising out of the supply of Utilities hereunder and further agrees that the Seller shall be reimbursed for any expenses as incurred by any Indemnified Persons relating to the foregoing (including reasonable legal fees and disbursements of counsel and the costs of the Seller’s professional time), except to the extent that any such Losses are determined by a competent court pursuant to Clause (22) or are otherwise finally determined, as the case may be, to have resulted primarily from the gross negligence, willful misconduct or bad faith of any Indemnified Persons toward the Purchaser in the performance of the services hereunder.

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10.3 To the fullest extent permitted by law, the Purchaser shall not be liable under this Clause (10) for any settlement, compromise or consent to judgment affected without its prior written consent, which consent shall not be unreasonably withheld. The Purchaser may settle, compromise or consent to the entry of any award or judgment in any pending or threatened claim, action or proceeding in respect of which indemnification may be sought hereunder (where any Indemnified Person is or may be a party to such claim, action or proceeding) provided that (i) the Purchaser gives the Seller reasonable prior written notice thereof; (ii) the Purchaser obtains an unconditional release of each Indemnified Person from all liability arising there from; and (iii) any such settlement, compromise or consent to judgment or award does not place any non-financial obligations on any Indemnified Persons.

10.4 The Purchaser acknowledges and agrees that its obligations

hereunder shall be in addition to any rights that any Indemnified Persons may have at law or otherwise.

11. SHORTAGE OF SUPPLY In the event of shortage of supply of labor or materials relating to the supply of Utilities for any reason, the Seller may allocate its available supply among itself, the Purchaser and all of its Customers in a fair manner determined by the Seller in its sole discretion and the Parties agree that in such event the Seller shall have no liability towards the Purchaser or any third party. 12. FORCE MAJEUR The Parties shall not be liable for any breach of this Agreement resulting from any cause beyond their control including, without limitation, acts of God, fire, floods, strike, lockout, factory shutdown, act of civil or military authority, order of any government or any department or agency thereof, insurrection, riot, war, embargo, or the Seller’s inability to obtain labor or materials from the Seller’s usual sources. Any suspension of a Party’s performance by reason of this Clause (12) shall be limited to the period during which the cause of such suspension exists, but shall not affect or extend the running of this Agreement.

13. EVENTS OF DEFAULT AND TERMINATION If any of the following events occur, the Purchaser shall be in default:

a. The Purchaser becomes insolvent or bankrupt (for financial or other

reasons);

b. The Purchaser fails to make due payment in accordance with the terms of an applicable contract ;and/or

c. The Purchaser breaches any provision of this Agreement which directly and adversely affects the performance of the Seller’s obligations under this Agreement.

14. RIGHT TO TERMINATE FOR DEFAULT (WITHOUT PREJUDICE TO THE SELLER CONTRACTUAL AND STATUTORY RIGHTS AND REMEDIES)

14.1 In case the Purchaser is in default as per Clause (13) above, the Seller shall give notice to the Purchaser of the act or omission constituting a ground for default. In such case, the Purchaser shall rectify the default within (60) Days.

14.2 If the Purchaser fails to rectify the default within a reasonable time, the Seller may terminate this Agreement by giving one week prior notice to the Purchaser without need for taking any other measures or procedures whatsoever.

15. ENTIRE AGREEMENT For the avoidance of doubt, it is agreed between the Parties hereto that this Agreement shall supersede and prevail any previous agreement relating to the provision of supply of Utilities and Community Services at Sahl Hasheesh Resort Community. 16. MODIFICATION Neither this Agreement nor any term or provision of it may be modified in any way other than by instrument in writing signed by the Parties. 17. ASSIGNMENT Notwithstanding any other provisions under this Agreement, the Purchaser shall not be entitled to assign any rights or obligations hereunder except with the Seller’s prior written consent. Notwithstanding any other provisions under this Agreement, the Seller is entitled to assign its rights and obligations under this Agreement without the need to obtain the consent of the Purchaser, and as such this agreement will be binding to all of the Seller’s assignees and the Purchaser. 18. CHANGE TO THE PARTIES 18.1 The Seller may assign any of its rights, or transfer by novation any

of its rights or obligations under this Agreement in whole or in part to any person or entity.

18.2 In the event the Purchaser i) assigns part or all of its rights or obligations under this Agreement in accordance with its terms; or ii) disposes of all/or any part of the Site (including, any buildings constructed on any part thereof) (“Transfer”) to any person (“Transferee”) , the Purchaser shall ensure and procure that:

a. the Transferee shall acquire the same rights against one

another and/or assume the same obligations towards one another only insofar as the Transferee has acquired and/or assumed the same in place of the Purchaser; and

b. The Transferee shall become a party to this Agreement and shall be bound by the provisions of this Agreement and all its Annexes and Schedules.

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19. SEVERABILITY In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. 20. WAIVER No consent or waiver, express or implied, by either Party of any breach or default of the other Party in performing its obligations under this Agreement shall be deemed or construed to be a consent or waiver of any other breach or default by the other Party of the same or any other obligation hereunder. Any failure by one Party to complain of any act or failure to act of the other Party or to declare that other Party in default, shall not constitute a waiver by the first Party of its rights under this Agreement. No waiver of any rights under this Agreement shall be effective unless in writing and signed by the Party purporting to give the same. 21. CONFIDENTIALITY The Parties recognize and acknowledge the competitive value and confidential nature of this Agreement and the damage that could result to them if information contained therein is disclosed to any third party. The Parties hereto agree that this Agreement, and its terms, conditions and provisions are and should remain strictly confidential, except that nothing herein shall preclude any Party making any necessary disclosure to its auditors or accountants or to any relevant fiscal or other authority or where necessary to prosecute or defend any legal action concerning this Agreement or as required by law or in litigation between the Parties or as otherwise ordered by a court or tribunal of competent jurisdiction. 22. NOTICES All notices which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out above or such other address as the recipient may designate by notice given in accordance with this provision. Any such notice may be delivered in person, or by a recognized courier service, or deposited with the postal service as first-class mail, postage prepaid, certified mail, return receipt requested, or via facsimile. Notices shall be effective upon receipt or (7) days after mailing, whichever is earlier. The notice address as provided herein may be changed by written notice given as provided above. 23. GOVERNING LAW AND DISPUTE RESOLUTION This Agreement shall be governed by and construed in accordance with the Egyptian Law.

Any dispute, controversy or claim arising under, out of or relating to this Agreement and any subsequent amendments of this Agreement , including without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, shall be settled through amicable negotiation. In case no settlement can be reached, the case shall be referred to and finally settled by the competent Egyptian courts.

24. TRANSFER Pursuant to Clause (8) above, following any Transfer by the Purchaser to any Transferee, the Purchaser shall procure that any such transferee agrees to be bound by the terms of this Agreement as if it were a party hereto by executing the Deed of Adherence attached hereto under Schedule (2) and to observe and perform all the provisions of this Agreement applicable to or binding on the transferor insofar as they fall to be observed or performed on or after the date of such Transfer.

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SCHEDULE 1 – THE UTILITIES AND COMMUNITY MANAGEMENT SERVICES The Seller shall provide the Purchaser with the following utilities: a. The total required quantity of drinking water (potable) and non-potable water (all other uses) of the Purchaser through desalination or any other

reticulation means on an availability basis; b. The water drainage services pertaining to the drainage of the water utilities and sewerage provided at Sahl Hasheesh Resort Community (not

including rainfall or storm water); c. Establishment of an access road and in general all associated as available roads, paths, easements, access ways, water ways and other

vehicular and pedestrian channels as made available by the Seller at the Seller’s discretion; d. Telecommunications service and, at the Purchaser’s discretion, all other related data services, Internet, and IPTV (Internet Protocol Television);

(as per Clause 3.6) e. The electricity through its private network across its private property; or through any other means as per the Seller’s discretion; and

f. Maintenance of the Development’s central utilities and the cleaning works including community refuse and security and all directly and indirectly

related services. The Seller shall provide the Purchaser with the following community management services: a. Implementation of community bylaws and regulations;

b. Maintenance of community public parks, buildings, monuments and landscaped areas;

c. Operation and maintenance of community public utilities infrastructure;

d. Cleaning, operation and maintenance of community public beaches;

e. Cleaning and maintenance of community public roads;

f. Refuse collection;

g. Resort community security; and

h. Financial and administrative management of community services.

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SCHEDULE 2 – THE DEED OF ADHERENCE DATED ■■ (month) 20■■ BY AND BETWEEN:

PARTIES “Seller”: Egyptian Resorts Company S.A.E., an Egyptian joint stock company duly incorporated and existing under the laws of the Arab Republic of Egypt

Commercial Registry No.: 6514 Registered Address: 4A Aziz Abaza Street, Zamalek,

Cairo, Egypt Represented By: Mr. Mohamed Kamel or another person on behalf of the Seller who may become responsibly bound by

the Agreement ___________________________________________________________________________.

Capacity: Chief Executive Officer Telephone: +202 2735 8427 Facsimile: +202 2735 2743 Mobile: +2012 211 7735 Email: [email protected] AND “New Purchaser”: ■, a company duly organized under Egyptian law Commercial Registry No.: ■ Registered Address: ■ Represented By: ■ Capacity: ■ Telephone: +202 ■ Facsimile: +202 ■ Mobile: +20■ Email: ■ OR “New Purchaser” (if

applicable): ■, a company registered in ■

Registration: ■ Registered Address: ■ Represented By: ■ Capacity: ■ Telephone: +202 ■ Facsimile: +202 ■ Mobile: +20■ Email: ■ AND Purchaser: ■, a company duly organized under Egyptian law Commercial Registry No.: ■ Registered Address: ■ Represented By: ■ Capacity: ■ Telephone: +202 ■ Facsimile: +202 ■ Mobile: +20■ Email: ■

RECITALS By virtue of the Transfer and by virtue of this Deed of Adherence, the New Purchaser became entitled to all rights under the Agreement and irrevocably agreed to assume and be bound by all contractual obligations and liabilities as stipulated under the Agreement in connection with the supply of the Utilities by the Seller to the New Purchaser’s Acquired Property in addition to the obligations stipulated in the Development Approval.

THIS DEED WITNESSES

In this Deed of Adherence and the Recitals hereto terms and expression defined in the Agreement shall have the same meaning when used herein or in the Recital hereto, unless the context requires or admits otherwise

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“Acquired Property” means the property located at Sahl Hasheesh Resort Community [please insert details and description] purchased by the New Purchaser from the Purchaser. As part of the consideration payable to the Purchaser by the New Purchaser in connection with the purchase of the Acquired Property, the New Purchaser irrevocably and unconditionally covenants and undertakes to adhere to and be bound by the provisions of the Agreement as if the New Purchaser had been an original party to the Agreement. Notwithstanding anything contained herein or in the agreement between the Purchaser and the New Purchaser in connection with the acquisition of the Acquired Property, nothing in this Deed of Adherence shall in any way release, discharge or diminish the liability of the Purchaser from the due and prompt performance of its obligations under the Agreement.

IN WITNESS whereof this Deed of Adherence has been duly executed.

Executed By Egyptian Resorts Company S.A.E. (“Seller”) By Mr. Mohamed Kamel Capacity Chief Executive Officer

Signature ■ (“New Purchaser”) By ■ Capacity ■

Signature

■ (“Purchaser”) By ■ Capacity ■

Signature

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SCHEDULE 3 – THE UTILITIES PRICES 1. One-time connection fees 2009 / 2010 – payable by the Purchaser (in subsequent years to be in accordance with the rates adopted by ERC,

applicable at the time of connection)

Water, Electricity and Sewer

EGP 25 / m² of Gross Land Area

Communications

Comparable market rates dependent on Purchaser’s requirements

2. Continuous utilities supply fees 2009 / 2010 – in subsequent years to be in accordance with the rates adopted by ERC

Water Prices are calculated based on average daily volumes based on monthly consumption reading.

Fees

Potable Water / Desalinated Water EGP 8.80 / m³ of water for Hotels (standard rate) EGP 7.20 / m³ of water for Hotels (for volumes equal to or greater than 250 m³ / day) EGP 6.98 / m³ of water for Hotels (for volumes equal to or greater than 500 m³ / day) EGP 6.77 / m³ of water for Hotels (for volumes equal to or greater than 750 m³ / day) EGP 6.55 / m³ of water for Hotels (for volumes equal to or greater than 1,000 m³ / day) EGP 13.20 / m³ of water for Apartments and/or Villas and/or Retail Space EGP 11.00 / m³ of water for construction use EGP 7.00 / m³ of water for staff housing Irrigation Water for Themed Recreational Areas (including golf courses) or other agricultural use EGP 5.78 / m³ of water (standard rate) EGP 5.28 / m³ of water (for volumes equal to or greater than 1,500 m³ / day)

Electricity

Fees As per Canal Company billing until ERC electricity seller’s license is obtained and thereafter as per the rates approved by the Egyptian Electricity Utility Regulatory Authority.

Communications

Fees Comparable market rates dependent on the Purchaser’s requirements.

Continuous utilities supply fees are payable by: Hotels: Purchaser or hotel owner or Hotel Manager, as applicable. Apartments / Villas: Purchaser or contracted owner or title owner (post title registration) of the Apartment, as applicable. Retail Space: Purchaser or contracted owner or title owner (post title registration) or lessee of the Retail space, as applicable. Common Areas: Owner’s Union or contracted owner or title owner (post title registration) or lessee of the Common Area, as applicable. Themed Recreational Areas: Purchaser or contracted owner or title owner (post title registration), as applicable.

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SCHEDULE 4 – COMMUNITY MANAGEMENT AND COMMUNITY SERVICES RULES, REGULATIONS AND FEE MODEL

The Community Management Fee Model is designed to provide a base estimate of community fee sharing between Customers. The model’s aim is to equitably divide the costs of community management between developments based on an “apportionment” approach. Community Management Fees are not the same as the building management fees charged by the different developers and/or the different Owners’ Unions. Community Management Fee Schedule: The financial model is based on EGP 1.00 / m² of Gross Land Area per month payable by the Purchaser before discount and/or uplift as per the Community Manager’s Budget set by the Community Administrator, as follows:

1. From the date of execution of this Agreement until the Completion

Discount of 25% applicable to all Development under construction Increased discount of 90% for Themed Recreational Areas and Unsold Lots

2. Thereafter (on a sliding scale based on developer’s collectively managed hotel developments and cost of the community budget)

Hotel

Fees EGP 1.00 / m² of Built-Up Area per month, and EGP 0.10 / m² of Residual Land Area per month

Payable By Purchaser or hotel owner or Hotel Manager, as applicable.

Apartment

Fees EGP 1.00 / m² of Built-Up Area per week; EGP 1.00 / m² of Common Area per month; and EGP 0.10 / m² of Residual Land Area per month

Payable By Purchaser or contracted owner or title owner (post title registration) of the Apartment, as applicable.

Villa

Fees EGP 0.25 / m² of Built-Up Area per week, and EGP 1.00 / m² of Residual Land Area per month

Payable By Purchaser or contracted owner or title owner (post title registration) of the Villa, as applicable.

Retail Space

Fees

EGP 1.00 / m² of Built-Up Area per week EGP 1.00 / m² of Common Area per month; EGP 0.10 / m² of Residual Land Area per month; and EGP 0.50 / m² of leased community area for retail use

Payable By Purchaser or contracted owner or title owner (post title registration) or lessee of the Retail space, as applicable.

Themed Recreational Areas

Fees EGP 0.15 / m² of Themed Recreational Area per month

Payable By Purchaser or contracted owner or title owner (post title registration), as applicable.

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3. Large Purchaser (developer) Discount Further discounts are applicable to Purchasers (developers) undertaking large scale and/or multiple developments within Sahl Hasheesh Resort Community to reflect the considerable investments they are making to the development of the Community as a whole. These discounts are on a sliding scale based on development areas, excluding Themed Recreational Areas and unsold areas, already heavily discounted, as follows:

Development Area Owned (sq.m.) Maximum Discount Cumulative Development Area Owned (sq.m.)

Cumulative Maximum Discount

First 100,000 0% 100,000 0% Next 100,000 5% 200,000 5% Next 100,000 5% 300,000 10% Next 100,000 5% 400,000 15% Next 200,000 5% 600,000 20% Next 400,000 5% 1,000,000 25%

This discount is not available to ERC as the Seller as it is separately committed to developing the community as a whole under the terms of the original contracts of sale. Notes 1. The fees determined by the Community Management Fee Model are used only as a base determination for the relative share of community costs

between purchasers/owners. 2. All fees charged to the Common Area owners are designed to be rechargeable through each Community Management Fee. 3. The Seller is also included in the model as the owner of all unsold plots in the Sahl Hasheesh Resort Community that are available for sale and

accepts responsibility to pay its own share of the Community Management Fees determined by this schedule for all unsold plots. 

4. As the model’s aim is to equitably divide the costs of community management between developments based on an “apportionment” approach, a final discount/uplift is applied to all owners, regardless of nature or size, to adjust the fees calculated above to match the Community Manager’s Budget. 

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