EXCLUSIVE SUPPLY OF UTILITIES AND COMMUNITY SERVICES AGREEMENT AT SAHL HASHEESH
                                RESO...
 

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

BETWEEN the Seller and the Purchaser and the Guarantor (if app...
 

Development
Description
                         Villa as percontaining only one (1) Dwelling and development conditi...
 

SECTION 2: EXCLUSIVE SUPPLY OF UTILITIES AND COMMUNITY                                       “Community Administrator a...
 

“Dwelling” means any room or rooms that may be occupied or used, or                          “Utilities” means those it...
 

3.   APPOINTMENT AND NATURE OF THE UTILITIES                                                 3.6 Information technology...
 

5.2 The Purchaser shall promptly pay within (7) days of the end of each                      8. CONTINUATION OF OBLIGAT...
 

10.3 To the fullest extent permitted by law, the Purchaser shall not be                      14. RIGHT TO TERMINATE FOR...
 

19. SEVERABILITY                                                                             Any dispute, controversy o...
 

SCHEDULE 1 – THE UTILITIES AND COMMUNITY MANAGEMENT SERVICES

The Seller shall provide the Purchaser with the following...
 

SCHEDULE 2 – THE DEED OF ADHERENCE

DATED ■■ (month) 20■■

BY AND BETWEEN:

PARTIES              “Seller”:             ...
 

                    “Acquired Property” means the property located at Sahl Hasheesh Resort Community [please insert det...
 


SCHEDULE 3 – THE UTILITIES PRICES

1.   One-time connection fees 2009 / 2010 – payable by the Purchaser (in subsequent...
 

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

The Community Management Fee...
 


3.   Large Purchaser (developer) Discount

Further discounts are applicable to Purchasers (developers) undertaking lar...
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Erc Standard Utilities Supply Agreement 439

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Erc Standard Utilities Supply Agreement 439

  1. 1.   EXCLUSIVE SUPPLY OF UTILITIES AND COMMUNITY SERVICES AGREEMENT AT SAHL HASHEESH RESORT COMMUNITY e PHASE VILLA PLOT c en   1  fid 439  on     C in al ci er m om C 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. Egyptian Resorts Company S.A.E. Exclusive Supply of Utilities and Community Services Agreement at Sahl Hasheesh Resort Community Page 1 of 15
  2. 2.   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: mkamel@erc-egypt.com e Purchaser: Abd El Mohsen Abd Elmaksoud Nassar c National ID/Passport No.: ■ en Address: ■ Nationality: ■ Date Of Birth: Telephone: +202 ■ ■ Facsimile: +202 ■ fid Mobile: +202 010 111 2362 on Email: Alisraco company [alisra59@hotmail.com] C If Applicable Guarantor: ■, a company registered in ■ Commercial Registry No.: ■ in Registered Address: ■ Represented By: ■ al Capacity: ■ ci Telephone: +202 ■ Facsimile: +202 ■ Mobile: +20■ er Email: ■ m The Seller, the Purchaser and the Guarantor (if applicable) hereinafter jointly referred to as the "Parties" and separately as the "Party" om Site Plot Number 439 Approximate Surface Area Approximately 998.5 square meters as specified in the Cadastral Map of the Sahl Hasheesh Resort C 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 The Preliminary Sale and Purchase Agreement (with the reservation of temporary ownership title) signed between the Parties on 25th Preliminary December 2010 in relation to the purchase of the Site by the Purchaser from the Seller at Sahl Hasheesh Resort Community. Sale and Purchase Agreement Egyptian Resorts Company S.A.E. Exclusive Supply of Utilities and Community Services Agreement at Sahl Hasheesh Resort Community Page 2 of 15
  3. 3.   Development Description Villa as percontaining only one (1) Dwelling and development conditionsterm orSeller term accommodation designed, A building the specific Design Guidelines whether for overnight, short of the long 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 The Completion of the Development at the Site shall be no later than 25th December 2003 Date 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 SCHEDULE 1: The Utilities and Community Management Services; e SCHEDULE 2: The Deed of Adherence; to this SCHEDULE 3: Utilities Prices; c Agreement SCHEDULE 4: Community Management and Community Services Rules, Regulations and Fee Model; en 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 fid on Egyptian Resorts Company S.A.E. (“Seller”) By Mr. Mohamed Kamel C Capacity Chief Executive Officer in Signature al ■ (“Purchaser”) ci By ■ er Capacity ■ m Signature om If Applicable ■ (“Guarantor”) By ■ C Capacity ■ Signature Egyptian Resorts Company S.A.E. Exclusive Supply of Utilities and Community Services Agreement at Sahl Hasheesh Resort Community Page 3 of 15
  4. 4.   SECTION 2: EXCLUSIVE SUPPLY OF UTILITIES AND COMMUNITY “Community Administrator and Community Manager” means the SERVICES persons(s) appointed by the Seller to regulate and manage the community at Sahl Hasheesh Resort Community; PREAMBLE Whereas, the Purchaser has purchased the Site from the Seller by virtue “Community Management” means the management of all Community of the Preliminary Sale and Purchase Agreement (attached herein in Services including, but not limited to, management of employees, Schedule 5) in order to construct the Development (as defined below); contractors, consultants, assets, administration of contracts, government obligations, public utility usage, budgets, valuations, insurances, financial Whereas, it has been agreed that the Seller will exclusively supply the reporting, debt collection and banking requirements and management of Purchaser with the Utilities and Community Services (as defined below) behavior within Sahl Hasheesh Resort Community rules; necessary for the establishment and operation of the Development; “Community Manager’s Budget” means the budget of expected Whereas, the Parties agreed that this Agreement shall regulate the community costs for all Community Services. This budget is to be contractual relationship between the Parties in relation to the exclusive prepared by the independent Community Manager appointed by the supply of Utilities and Community Services by the Seller. Seller; Accordingly, the Parties have agreed upon concluding this Agreement e “Community Services” means the provision of all services to the Sahl according to the following conditions: c Hasheesh Resort Community, including, but not limited to, maintenance of en community public areas, public buildings, monuments and utility 1. DEFINITIONS AND INTERPRETATION infrastructure, provision of security and protection for the residents, visitors 1.1 The Purchaser acknowledges that the Schedules are an integral part of the Agreement as well as the Preliminary Sale and Purchase Agreement. fid and workers in Sahl Hasheesh Resort Community, development and maintenance of Sahl Hasheesh Resort Community brand and reputation, on maintenance of Future Capital Fund and general administrative services; 1.2 In this Agreement the terms set out in the Main Details have the “Community Management Fees” means the fees payable by the C respective meanings given to them there and the following defined Purchaser to the Seller pursuant to Clause (5) and Schedule (4) attached terms shall have the following meaning (unless the context requires in hereto; otherwise): al “Customers” means the persons (other than the Purchaser) with which “Apartment” means a Dwelling in an Apartment Development; the Seller has entered into sale of land contracts for the sale of a plot or ci “Apartment Development” means any building or group of buildings plots of land and/or real estate properties located at Sahl Hasheesh er comprising more than one (1) Dwelling whether for overnight, short term Resort Community; m or long term accommodation that is not licensed under Egyptian Law as a “Deed of Adherence” means the form of the deed of adherence as Hotel, whether or not the Apartment Development is located on the same om detailed in Schedule (2); site as a Hotel, Villa, group of Villas, Retail Space, or Themed Recreation Area; “Design Guidelines and Conditions” means the design guidelines and C “Built-Up Area” means the contracted areas of any buildings of any conditions (including without limitations the environment protection nature or use; 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 “Completion” means the time at which the construction of the others as required by the Seller); Development is completed with no remaining construction activities in accordance with the Development Approval and full payment of the “Development” means:   Purchase Price is received by the Seller; a. any form of use of the Site; b. the erection of any building(s) on the Site; “Completion Date” means the date on which Completion occurs as c. the carrying out of any work(s) on the Site; stated in the Preliminary Sale and Purchase Agreement; d. the demolition of any building(s) on the Site; and/or “Commencement Date” means the Completion Date of the Development e. Subdivision. as per the provisions of the Preliminary Sale and Purchase Agreement; “Development Approval” means the final certificate approval issued by “Common Area” (only in relation to an Apartment Development and/or the Seller to the Purchaser including all conditions determined by the Retail Space) means any part of a building that is not within an Apartment, Seller along with the plans stamped by both the Seller and the TDA, Hotel, Villa or Retail Space, including but not limited to, stairwells, elevator indicating the approval of the Seller and the TDA for the Purchaser to shafts and access ways; proceed with the Development; Egyptian Resorts Company S.A.E. Exclusive Supply of Utilities and Community Services Agreement at Sahl Hasheesh Resort Community Page 4 of 15
  5. 5.   “Dwelling” means any room or rooms that may be occupied or used, or “Utilities” means those items as set out in schedule (1) attached hereto; constructed so as to be capable of being used or occupied, as a separate and domicile. “Utilities Prices” means the prices of the Utilities payable by the “Fees” has the meaning set forth in Sub-Clause (6.3); Purchaser to the Seller pursuant to Clause (5) and Schedule (3) attached hereto. “Hotel or Hotel Development” means any building(s) or any part thereof licensed under Egyptian Law as a Hotel, including Residual Land Area; “Villa” means a building containing only one (1) Dwelling whether for overnight, short term or long term accommodation and whether or not the “Hotel Manager” means any person, corporation, registered company or Villa is located on the same site as a Hotel, Apartment Development, Villa, other legal entity, with any right to manage or otherwise control the day-to- group of Villas, Retail Space, or Themed Recreation Area; day operation of a development whether that right is by way of contract or 2. INTERPRETATION formal or informal agreement with the contracted or registered owner of 2.1 the word "Development" includes a reference to the whole or any part the Hotel; of the Development as the circumstances may require; “Gross Land Area” means the Approximate Surface Area of the Plot as determined by this Agreement and adjusted by the survey delimitation 2.2 the use of the Site includes a reference to a change of building use; e statement issued upon registration of the ownership title in favor of the 2.3 the erection of a building includes a reference to: c Purchaser; en “Liability” means all liabilities of any kind (including, without limitations, a. the rebuilding of, the making of alterations to, or the liabilities under claims, demands, proceedings, awards and/or actions) for enlargement or extension of, a building, and/or the matters of any kind (including, without limitation, costs, expenses, losses, damages, compensation, penalties, fees and/or disbursements); b. fid the placing or relocating of a building on the Site, on 2.4 The carrying out of a work includes a reference to: “Occupant’s Union” means a group or collective of the contracted C owners of Apartments or Retail Space who wish to take financial a. The rebuilding of, the making of alterations to, or the responsibility for the management and costs of maintaining and/or enlargement or extension of, a work, and/or in investment in any Common Area. b. Erecting an advertising structure. al “Residual Land Area” means the Gross Land Area minus the Site Cover; 2.5 a work includes a reference to any physical activity in relation to the ci “Retail Space” means any part of a development (excluding a Hotel) Site, including but not limited to any alteration or change in the er whether or not covered and/or enclosed, that is approved for any form of surface of the level of the Site, excavations, building work and retail or commercial activity, including shops and restaurants, in the landscaping including retaining works; and m Development Approval issued by the Seller and/or drawings approved by om the TDA as indicated by the seal of the TDA stamped on the drawings; 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 “Sales Taxes” means any taxes imposed in accordance with the work, the demolition of a building or work. C Egyptian Sales Tax Law No. 11 for the year 1991 as amended; and any other Egyptian law, whether current or issued after the Commencement 2.7 terms defined in the Schedules have the same respective meanings Date, imposing taxes on the sale of goods; in this Agreement; “Schedules” mean the respective Schedules to the Annexes of this 2.8 words referring to persons include firms, corporate bodies and vice Agreement which are an integral part of this Agreement; versa; 2.9 The headings and contents list in this Agreement are for reference “Site Cover” means that portion of the Gross Land Area covered by any only and are not to be referred to when interpreting it; building or buildings as delineated by the Seller in accordance with the Development Approval; 2.10 An obligation to do something is satisfied by procuring that it is done; “Themed Recreational Area” includes golf courses, water parks, marine parks, theme parks, and/or any other facilities approved as a themed 2.11 An obligation not to do something includes an obligation not to allow recreation facility in the Development Approval issued by the Seller; it to be done; and “Transfer” means any sale by the Purchaser of all or part of any erected 2.12 "Day" or "days" mean any day on which the banks are open in buildings on any part of the Site sold by the Seller to the Purchaser Cairo, Egypt. pursuant to the Agreement; Egyptian Resorts Company S.A.E. Exclusive Supply of Utilities and Community Services Agreement at Sahl Hasheesh Resort Community Page 5 of 15
  6. 6.   3. APPOINTMENT AND NATURE OF THE UTILITIES 3.6 Information technology includes, all information technology supply, reticulation, installation, monitoring, retailing, wholesaling of 3.1 The Seller shall have the exclusive right to continuously supply, telephone and Internet services and IPTV (Internet Protocol either directly or indirectly, the Site with the infrastructure utilities Television), and any other type of electronic information services necessary for operating the Development including the networks of that may exist now or in the future, pursuant to all applicable laws. roads, desalinated or fresh water, electricity necessary for operation and other activities, sanitary drainage, and all types of electronic, 3.7 Electricity supply will include all types of supply both wholesale and information technology, telecommunications and other automatic retail, maintenance, reticulation in any manner whatsoever, including types of communications and all other types of services and or repairs, maintenance, and general upkeep of the Development’s access connectivity whatsoever in accordance with the terms of this networks, plant and central utilities facilities. For the avoidance of Agreement and payment of the applicable fees therein, pursuant to doubt, in the event of any discrepancy between this Sub-Clause all applicable laws. (3.7) and Schedule (1), the terms of Schedule (1) shall prevail. 3.2 The Purchaser irrevocably acknowledges and agrees that the management and maintenance (including, without limitation, 3.8 Other supply of Utilities will include all and any other type of ongoing regular maintenance and future capital upgrades) of all of essential and or community management service whatsoever that is the Seller’s private utilities, roads, pathway access systems, public available now or in the future by whatever means. e artworks and structures, waterways, open spaces, public areas c (including facilities, services) that are intended to be for the benefit 3.9 The Purchaser acknowledges that the Seller will incur material en of Sahl Hasheesh Resort Community either directly or indirectly will investment cost in order to supply the Utilities subject of this be solely administered and managed by the Community Agreement and that the Seller is entering into this Agreement in Administrator and Community Manager and the Purchaser undertakes to abide by all rules and regulations as set by the fid reliance on the exclusivity stipulated herein. on Community Administrator and Community Manager in connection 3.10 Without prejudice to the Seller’s contractual and statutory rights and thereto. For the avoidance of doubt, in the event of any discrepancy remedies under the terms of this Agreement or granted by the C between this Sub-Clause (3.2) and Schedule (1), the terms of Egyptian Law, in the event the Purchaser breaches the Seller’s contractual exclusivity in connection with the supply of any of the in Schedule (1) shall prevail. Utilities referred to herein, the Purchaser shall be liable for any and 3.3 The Purchaser acknowledges and agrees that each land plot within al all losses, liabilities, damages and expenses suffered or incurred or Sahl Hasheesh Resort Community must be separately connected payable by the Seller (whether direct or indirect, consequential, ci directly to the Utilities provided by the Seller, by way of the separate incidental or economic) resulting from the subject contractual er Utilities service connection point(s) approved and provided by the breach. Seller and that the Purchaser shall not obtain Utilities services by m way of any other method of connection to the Sellers Utilities, 4. DURATION om including by connection to the services supplied to another land plot, 4.1 The Purchaser undertakes to abide by the provisions of The whether or not the plots are in the same ownership. Exclusive Supply of Utilities and Community Services for a duration of (99) calendar years, renewable automatically for similar terms, C 3.4 The Seller shall be the exclusive retail and wholesale supplier at unless Seller serves a (12) calendar months prior written termination every stage of any supply arrangement of the Utilities to the notice to the Purchaser. Purchaser and all leases, tenants, concessionaries, residents, guests, tourists and any other occupier, visitor and permanent or 4.2 In the event the Seller terminates this Agreement in accordance with temporary individual, company or any other type of entity that may Sub-Clause (4.1) above, none of the parties shall have any liability to from time to time be located at Sahl Hasheesh Resort Community the other Party without prejudice to the Seller’s right relating to any where the Seller is the owner of all private roads and services and due and unpaid amounts invoiced by the Seller in accordance with other networks. the Utilities Prices, as per the terms of this Agreement. 3.5 Water reticulation includes all potable, non-potable and tertiary treated water supply and any other kind of water than maybe used in 5. UTILITIES PRICES AND COMMUNITY MANAGEMENT FEES the site whatsoever, for consumption, irrigation or industrial, 5.1 The Purchaser shall pay the Utilities Prices as set out in Schedule (3) commercial or residential use, this will include storage of water, attached hereto and the Seller reserves the right to increase said treatment of water, all reticulation of water , sewerage collection Utilities Prices on each anniversary of the Agreement in accordance reticulation and treatment to a primary, secondary or tertiary water with the prevailing [competitive] market conditions. quality level. Egyptian Resorts Company S.A.E. Exclusive Supply of Utilities and Community Services Agreement at Sahl Hasheesh Resort Community Page 6 of 15
  7. 7.   5.2 The Purchaser shall promptly pay within (7) days of the end of each 8. CONTINUATION OF OBLIGATIONS period the amounts due to the Seller as per the applicable Utilities 8.1 The Purchaser warrants and represents that all persons who are Prices and a statement and/or invoice signed by a representative of currently owning, leasing, hiring and/or using any part of the the Seller stating the amount due, owing or payable will be prima Development shall be bound and obliged by the provisions of this facie evidence of the matters to which it relates. Agreement including the obligation to pay the Utilities Prices on due dates referred to in Clause (5) of this Agreement. 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 8.2 The Purchaser warrants and represents that all persons who will of an invoice issued by the Seller in connection thereto. purchase, own, lease, hire and use any part of the Development shall be bound and obliged by the provisions of this Agreement including 5.4 The Purchaser acknowledges that in case of delay in payment of the the obligation to pay Utilities Prices on due dates referred to in Utilities Prices and/or the Community Management Fees, the Seller Clause (5) of this Agreement as well as the Development Approval. shall be entitled to the following: 9. RELATIONSHIP BETWEEN THE PARTIES a. A delay interest equal to an average rate of interest charged by In the performance of this Agreement, the Parties will be acting in their the commercial banks in Cairo, of the amount payable without corporate capacities and not as agents, employees, partners, joint venture e need to notify the Purchaser; partners, or associates of one another. The Parties intend that an c independent contractor relationship will be created by this Agreement. The en b. Immediately seize and stop the supply of the Utilities in case the employees or agents of one Party shall not be deemed or construed to be delay in payment exceeds (7) days; and the employees or agents of the other Party for any purpose whatsoever. c. Any other right stipulated hereupon or granted by law. fid 10. INDEMNIFICATION AND LIMITATION OF LIABILITY on 10.1 To the fullest extent permitted by law, the Purchaser hereby agrees to indemnify and hold harmless the Seller (including, but not limited C to, its affiliates, directors, officers, agents and employees) 6. TAXES AND EXPENSES (collectively “Indemnified Persons”, from and against all claims, 6.1 It is agreed between the Parties that the Purchaser shall solely bear in Liabilities, losses, damages and expenses incurred (including legal all the Sales Taxes arising out of the execution of this Agreement. fees), joint or several (including actions or proceedings in respect al thereof) (collectively “Losses”) relating to or arising out of the supply 6.2 Such Sales Taxes shall be, in addition to the Utilities Prices, added to ci of Utilities hereunder. The Purchaser shall not, however, be liable the invoices or statements issued by the Seller in relation thereto. under this indemnity Clause to the extent that any such Losses are er determined by a competent court pursuant to Clause (22) or are 6.3 The Purchaser shall solely bear any and all charges, duties, m otherwise finally determined, as the case may be, to have resulted expenses and/or fees imposed by any official or Governmental primarily from the gross negligence, willful misconduct, or bad faith of om Authority in connection with the supply of the Utilities hereunder the Seller only toward the Purchaser in the performance of the (“Fees”). The Fees shall be, in addition to the Utilities Prices, added obligations hereunder. to the invoices or statements issued by the Seller in relation thereto. C 10.2 To the fullest extent permitted by law, the Purchaser also agrees that no Indemnified Person shall have any liability (whether direct or 7. EXCLUSIVITY AND USE OF THIRD PARTIES indirect) to the Purchaser or any person claiming through the 7.1 The Purchaser acknowledges that the Seller is the sole exclusive Purchaser, including without limitation its owners, parents, affiliates, supplier of the Utilities in relation to the Development and, security holders, or creditors, for any Losses suffered by the accordingly, irrevocably and unconditionally undertakes not to use, Purchaser or any such other person relating to or arising out of the hire, deal with and/or enter into any agreement, whether directly or supply of Utilities hereunder and further agrees that the Seller shall indirectly, with any person other than the Seller or its assignees in be reimbursed for any expenses as incurred by any Indemnified relation to the supply of Utilities. Persons relating to the foregoing (including reasonable legal fees and disbursements of counsel and the costs of the Seller’s professional 7.2 It is hereby agreed between the Parties that the Seller shall have the time), except to the extent that any such Losses are determined by a right to use, hire, assign to, deal with, subcontract with and/or enter competent court pursuant to Clause (22) or are otherwise finally into any agreement with any person in relation to the supply of determined, as the case may be, to have resulted primarily from the Utilities, at its sole unilateral discretion. gross negligence, willful misconduct or bad faith of any Indemnified Persons toward the Purchaser in the performance of the services hereunder. Egyptian Resorts Company S.A.E. Exclusive Supply of Utilities and Community Services Agreement at Sahl Hasheesh Resort Community Page 7 of 15
  8. 8.   10.3 To the fullest extent permitted by law, the Purchaser shall not be 14. RIGHT TO TERMINATE FOR DEFAULT (WITHOUT PREJUDICE liable under this Clause (10) for any settlement, compromise or TO THE SELLER CONTRACTUAL AND STATUTORY RIGHTS consent to judgment affected without its prior written consent, which AND REMEDIES) consent shall not be unreasonably withheld. The Purchaser may 14.1 In case the Purchaser is in default as per Clause (13) above, the settle, compromise or consent to the entry of any award or judgment Seller shall give notice to the Purchaser of the act or omission in any pending or threatened claim, action or proceeding in respect of constituting a ground for default. In such case, the Purchaser shall which indemnification may be sought hereunder (where any rectify the default within (60) Days. Indemnified Person is or may be a party to such claim, action or proceeding) provided that (i) the Purchaser gives the Seller 14.2 If the Purchaser fails to rectify the default within a reasonable time, reasonable prior written notice thereof; (ii) the Purchaser obtains an the Seller may terminate this Agreement by giving one week prior unconditional release of each Indemnified Person from all liability notice to the Purchaser without need for taking any other measures arising there from; and (iii) any such settlement, compromise or or procedures whatsoever. consent to judgment or award does not place any non-financial obligations on any Indemnified Persons. 15. ENTIRE AGREEMENT For the avoidance of doubt, it is agreed between the Parties hereto that 10.4 The Purchaser acknowledges and agrees that its obligations this Agreement shall supersede and prevail any previous agreement e hereunder shall be in addition to any rights that any Indemnified relating to the provision of supply of Utilities and Community Services at c Persons may have at law or otherwise. Sahl Hasheesh Resort Community. en 11. SHORTAGE OF SUPPLY 16. MODIFICATION 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 fid 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. on 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 17. ASSIGNMENT C agree that in such event the Seller shall have no liability towards the Notwithstanding any other provisions under this Agreement, the Purchaser Purchaser or any third party. shall not be entitled to assign any rights or obligations hereunder except in with the Seller’s prior written consent. al 12. FORCE MAJEUR The Parties shall not be liable for any breach of this Agreement resulting Notwithstanding any other provisions under this Agreement, the Seller is ci from any cause beyond their control including, without limitation, acts of entitled to assign its rights and obligations under this Agreement without er God, fire, floods, strike, lockout, factory shutdown, act of civil or military the need to obtain the consent of the Purchaser, and as such this authority, order of any government or any department or agency thereof, agreement will be binding to all of the Seller’s assignees and the m insurrection, riot, war, embargo, or the Seller’s inability to obtain labor or Purchaser. om 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 18. CHANGE TO THE PARTIES during which the cause of such suspension exists, but shall not affect or 18.1 The Seller may assign any of its rights, or transfer by novation any C extend the running of this Agreement. of its rights or obligations under this Agreement in whole or in part to any person or entity. 13. EVENTS OF DEFAULT AND TERMINATION If any of the following events occur, the Purchaser shall be in default: 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 a. The Purchaser becomes insolvent or bankrupt (for financial or other ii) disposes of all/or any part of the Site (including, any buildings reasons); constructed on any part thereof) (“Transfer”) to any person (“Transferee”) , the Purchaser shall ensure and procure that: b. The Purchaser fails to make due payment in accordance with the terms of an applicable contract ;and/or a. the Transferee shall acquire the same rights against one another and/or assume the same obligations towards one c. The Purchaser breaches any provision of this Agreement which another only insofar as the Transferee has acquired and/or directly and adversely affects the performance of the Seller’s assumed the same in place of the Purchaser; and obligations under this Agreement. 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. Egyptian Resorts Company S.A.E. Exclusive Supply of Utilities and Community Services Agreement at Sahl Hasheesh Resort Community Page 8 of 15
  9. 9.   19. SEVERABILITY Any dispute, controversy or claim arising under, out of or relating to this In case any provision of this Agreement shall be invalid, illegal or Agreement and any subsequent amendments of this Agreement , unenforceable, the validity, legality and enforceability of the remaining including without limitation, its formation, validity, binding effect, provisions of this Agreement shall not in any way be affected or impaired interpretation, performance, breach or termination, shall be settled thereby. through amicable negotiation. In case no settlement can be reached, the case shall be referred to and finally settled by the competent Egyptian 20. WAIVER courts. 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 24. TRANSFER Agreement shall be deemed or construed to be a consent or waiver of any Pursuant to Clause (8) above, following any Transfer by the Purchaser to other breach or default by the other Party of the same or any other any Transferee, the Purchaser shall procure that any such transferee obligation hereunder. Any failure by one Party to complain of any act or agrees to be bound by the terms of this Agreement as if it were a party failure to act of the other Party or to declare that other Party in default, hereto by executing the Deed of Adherence attached hereto under shall not constitute a waiver by the first Party of its rights under this Schedule (2) and to observe and perform all the provisions of this Agreement. No waiver of any rights under this Agreement shall be Agreement applicable to or binding on the transferor insofar as they fall to effective unless in writing and signed by the Party purporting to give the be observed or performed on or after the date of such Transfer. e same. c en 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. fid on The Parties hereto agree that this Agreement, and its terms, conditions C and provisions are and should remain strictly confidential, except that nothing herein shall preclude any Party making any necessary disclosure in to its auditors or accountants or to any relevant fiscal or other authority or al 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 ci otherwise ordered by a court or tribunal of competent jurisdiction. er 22. NOTICES m All notices which are required to be given hereunder shall be in writing and om 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 C 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. Egyptian Resorts Company S.A.E. Exclusive Supply of Utilities and Community Services Agreement at Sahl Hasheesh Resort Community Page 9 of 15
  10. 10.   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 e. The electricity through its private network across its private property; or through any other means as per the Seller’s discretion; and c en f. Maintenance of the Development’s central utilities and the cleaning works including community refuse and security and all directly and indirectly related services. fid on The Seller shall provide the Purchaser with the following community management services: C a. Implementation of community bylaws and regulations; in b. Maintenance of community public parks, buildings, monuments and landscaped areas; al c. Operation and maintenance of community public utilities infrastructure; ci er d. Cleaning, operation and maintenance of community public beaches; m e. Cleaning and maintenance of community public roads; om f. Refuse collection; C g. Resort community security; and h. Financial and administrative management of community services. Egyptian Resorts Company S.A.E. Exclusive Supply of Utilities and Community Services Agreement at Sahl Hasheesh Resort Community Page 10 of 15
  11. 11.   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 e Email: mkamel@erc-egypt.com c AND en “New Purchaser”: ■, a company duly organized under Egyptian law Commercial Registry No.: ■ Registered Address: Represented By: ■ ■ fid on Capacity: ■ Telephone: +202 ■ Facsimile: +202 ■ Mobile: +20■ C Email: ■ in OR “New Purchaser” (if ■, a company registered in ■ al applicable): Registration: ■ ci Registered Address: ■ er Represented By: ■ m Capacity: ■ Telephone: +202 ■ Facsimile: +202 ■ Mobile: +20■ om Email: ■ AND C 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 In this Deed of Adherence and the Recitals hereto terms and expression defined in the Agreement shall have the same meaning when WITNESSES used herein or in the Recital hereto, unless the context requires or admits otherwise Egyptian Resorts Company S.A.E. Exclusive Supply of Utilities and Community Services Agreement at Sahl Hasheesh Resort Community Page 11 of 15
  12. 12.   “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”) e By Mr. Mohamed Kamel c Capacity Chief Executive Officer en Signature ■ (“New Purchaser”) fid on By ■ Capacity ■ C Signature in ■ (“Purchaser”) al By ■ ci Capacity ■ er Signature m om C Egyptian Resorts Company S.A.E. Exclusive Supply of Utilities and Community Services Agreement at Sahl Hasheesh Resort Community Page 12 of 15
  13. 13.   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 e 2. Continuous utilities supply fees 2009 / 2010 – in subsequent years to be in accordance with the rates adopted by ERC c en Water Prices are calculated based on average daily volumes based on monthly consumption reading. Potable Water / Desalinated Water EGP 8.80 / m³ of water for Hotels (standard rate) fid on 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) C EGP 6.55 / m³ of water for Hotels (for volumes equal to or greater than 1,000 m³ / day) Fees EGP 13.20 / m³ of water for Apartments and/or Villas and/or Retail Space in 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 al 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) ci er Electricity m As per Canal Company billing until ERC electricity seller’s license is obtained and thereafter as per the rates approved by the Egyptian Fees om Electricity Utility Regulatory Authority. C 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. Egyptian Resorts Company S.A.E. Exclusive Supply of Utilities and Community Services Agreement at Sahl Hasheesh Resort Community Page 13 of 15
  14. 14.   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) c e en Hotel EGP 1.00 / m² of Built-Up Area per month, and Fees Payable By EGP 0.10 / m² of Residual Land Area per month Purchaser or hotel owner or Hotel Manager, as applicable. fid on C Apartment EGP 1.00 / m² of Built-Up Area per week; in Fees EGP 1.00 / m² of Common Area per month; and EGP 0.10 / m² of Residual Land Area per month al Payable By Purchaser or contracted owner or title owner (post title registration) of the Apartment, as applicable. ci Villa er EGP 0.25 / m² of Built-Up Area per week, and m Fees EGP 1.00 / m² of Residual Land Area per month om Payable By Purchaser or contracted owner or title owner (post title registration) of the Villa, as applicable. Retail Space C EGP 1.00 / m² of Built-Up Area per week EGP 1.00 / m² of Common Area per month; Fees 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. Egyptian Resorts Company S.A.E. Exclusive Supply of Utilities and Community Services Agreement at Sahl Hasheesh Resort Community Page 14 of 15
  15. 15.   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: Cumulative Development Area Cumulative Maximum Development Area Owned (sq.m.) Maximum Discount Owned (sq.m.) 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. c e Notes en 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. fid 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 on 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 C 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 in Budget.  al ci er m om C Egyptian Resorts Company S.A.E. Exclusive Supply of Utilities and Community Services Agreement at Sahl Hasheesh Resort Community Page 15 of 15

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