EFTA01090608.pdf

Table of Contents No. Subject esapa Page 1. Article (1)— Preamble 4*(0 (1) altil 2 2. Article (2)- Term of the Contract Ala Lam (2) Zia 3 3. Article (3)- Obligations of the wail ..1)..11apt (3) 41 3 Second Party 4. Article (4)- Obligations of the First difli-iliais astlilil (4) £1n 6 Party S. Article (5)- Rates _hail agate (5) 44,11 7 6. Article (6)- Contract Value and Oa its.stu IUD &4 (6) 4II 8 Payment Conditions. 7. Article (7)- Penalties 4‘Alia (7) 441 9 8. Article (8)- Performance Bond staff, als (8) Ata 11 9. Article (9)- Offset program 4.6.aulbtl ctysfili emeui (9) aka 12 10. Article (10)- Miscellaneous alirw (10) 4 1 13 11. Article (11)- Contract Termination 3." i "Ptak, SJI 044 (11) altIl 13 and Bank Guarantee Confiscation (Sayan SJ-allkAli ll 1I. Article (12)- Amendment of the AIX Jim; (12) Zell 15 Contract 13. Ankle (13)- Force Majeure i _Asti), ilia (13) atta 15 14. Article (14)- Indemnity Joa o (14) 4 41 16 15. Article (15)- Assignment aayi (15) 41 16 16. Article (16)- Modification caliseal (16) sitil 16 17. Article (17)- Compliance with the Z4.iks clik.111,31o.'"il (17) Adl 17 Laws, Regulations and By Laws to.02 9 18. Article (18)- Prior Agreements a/LA e'Ailtil (18) £itll 17 19. Article (19)- Settlement of aglajsal a.o ...; (19) 41 18 Conflicts 20. Article (20)- Confidentiality Zara!' (20) 4 11 18 21. Article (21)- Addresses cojLitll (21) 4.931 19 22. Article (22)- Contract gal tiasi (22) 41% 19 Counterparts 23. Article (23)- Language C4)41;111(23) 4 31 19 Addendums No. Subject Page a "11 1. Addendum (A) - Details of the _Aunt6 4,:.Vs.jtailli (I) islAll 21 rates. 2. Addendum (B) —List of iattk....11‘..i.ukj4 Laali(y) jala 22 beneficiary units 3. Addendum (C)- Training course a-m.frai i..1„ta aqui;4 4(4)43a1411 23 commencements certificate 4. Addendum (D) — Completion 1.4 i 414-1 (a)43•1•31 24 certificate 5. Addendum (E)- Advance payment LILA ;Ala CM' (a) ‘32,60 25 guarantee 6. Addendum (F)- Good • LAO &i.e. 0...2.(j) 43244 27 performance bond 7. Addendum (G)- Statement of 4.,+&S I CM (3) JSL1I 29 work EFTA01090608  CONTRACT NO. 3(4 Al alp FOR THE PROVISION OF SERVICES TO THE ARMED FORCES UNITS It is on this 13th day of July 2010 hereby 64,%,..) 301 ja 62010 "hi agreed in the city of Abu Dhabi by and 41ail between: :a...SC244,41st I. The GHQ Armed Forces of the L.J,JJ - L-altS1 5.t1fill - United Arab Emirates, represented .',1,3111 .1 for the signing of this Contract by ,Ltaiall clii)..ep Staff Major General Eissa Saif u—s* A'JS.A 0..034 Si' Ua esiS Mohamed Al Mazroui (hereinafter t-4 1441! Jul) 4.O.14O411 "as, referred to as "First Party"); 2. Reflex Responses Management S.--j,j141 calf-S.491 Consultancy L.L.C., of Abu Dhabi, Laiii,j .2 P.O. Box 132606, United Arab .39I 4-i tail' i te-Lo: Emirates, represented for the signing ktu„di 132606 A; cpte, of this Contract by Mr. Michael z-ia I a 4ii; Roumi (hereinafter referred to as "Second Party"); ty3111 PREAMBLE Whereas the First Party wishes to obtain manpower for the provision of services to j the various units pertaining thereto, with HAIS alli the option to include additional services, Rai e 531 134 and Whereas the competent Purchasing and d...LA-1041 :ALA-1.11 :4—A4 ..1.3%, Projects Committee of the First Party has agreed to contract with the Second Party sta )c ,i)an j .13 by way of direct negotiation; Whereas the Second Party undertook to provide the above mentioned manpower sviA 44-4 44)131, (hereinafter referred to as "Personnel") in ef (ri-)--Wir —4 414 LArA accordance with the terms and conditions O.33Ca—SI .63.3.111 3 4 413 stipulated in this Contract, and with the z1.1-4yi JAL, .S.1 ) .11 S i y.t114 conditions and specifications stipulated in the said Direct Negotiation's documents; Now, therefore, the two parties agreed to ria li .JiI JAI • U ic. C01;4 1 441c contract pursuant to the Decision of the -:.,1 jd1 a lt-fl Silt ..41U 4 lii3 .hail! Deputy Supreme Commander of the 2 EFTA01090609  Armed Forces no. (12), for the year 1986, ,U.11 j 1986 ka...1 (12) e5 concerning the Organization of the Armed j ai 31 ..1:9 spi .:21.3111 c,14, ja, Forces Tenders and Auctions, and any provision or text in this Contract, addenda , si alat Icy / 1 JAC- • ►(a. ) 11 2 .A0 j Ulall jfil C. kai ta.1 hereof or complementary or supplementary parts hereto contrary to the provisions of the said provisions shall be deemed null and void. Article (1) (1) itaL.11 Preamble The above Preamble and Addenda A, B, C, D, E, F and G (Statement of Work) t.:S•) L* '91 1:1S (JUCCI I attached hereto, as well as any other ria? u .k. I ,),4 SUMrI A ..114 addenda and schedules which the parties may agree to add later on. constitute an I 3.) :10? Os.). integral part of this Contract. Article (21 (2) ;Stan Term of the Contract Sials the term of n- -5--- wataagra tutu Mr commencement date of the training course according to the (c.) 3" 11— al ^"I1 14 4 Course 43) Commencement Certificate described in cj __. 2 •,J 4411 134,4 Addendum C attached hereto, and .11-41 J1 2•14, c1.4.1:1 -11C. referred to in Paragraph b.2, Article (3) .11,2 .2... )134 kttae below, and the Contract term may be extended upon its expiry for another/other similar term(s) under the same conditions. Article (31 (3) bawl Oblizations of the Second Party ,xatit ‘.: Mn :sal WI The Second Party shall solely assume h:)_s _US 4 1 6.1.3SaSi full responsibility for providing the 41O 31111 _AO; Personnel, subject of this Contract, to the 5sri I 3 .:A4%1311 c141 SA'ail Yai1J.il3 First Party in order to provide the Lit, 3 Ii--4 ,ci telt jilan S,y ll services and fulfill the duties and obligations according to the conditions thil 401! Fi) IJ,tYI ‘4.)1131 agreed upon hereunder and according to JJ-C3--• 1-4 the First Party's requirements .au.n 140 Lik.)411 jUic:)/1 (hereinafter referred to as "Services"), and as stipulated in Addendum (G) Statement of Work attached hereto. 7 EFTA01090610  The Second Party shall for the Cer ti al "tLiL fulfillment of this task abide by the following: 1. Personnel Joining: ;a ..gall al iii .1 1-1. The Second Party undertakes to 41.11 UM) 4g ai N a .1-1 provide the numbers of Personnel determined in Addendum (G) (J_ cm J---*) se :3S:1411 Statement of Work to provide the „INS dill .1113 Services to the First Party .a1.11 throughout the Contract term. 1-2. The Personnel shall attend training z.kj).1 courses on the account of the eiv .2-1 sa..3 JJall ,J1..As a le Second Party for a period of time ,(J1..c.91 thi) j. (.3) Lis1.11 in accordance with the schedule set ria_ausji j ai.Ji ;lag Leasal. inAjaa out in Addendum (G) Annex (B) Statement of Work, calculated t jahat ,!.41 Willi j 6.ifiall j ai J..11 within the Contract term prior to jag. L.4 ewe z.a_jja zkjt,...11 joining work with the First Party. ..U.4 (2) .344 J.!" so as to boost some skills and experience required from them as described in Paragraph b.(2) here below. 1-3. In the event where the First Party 41 Jaci.a 41.01 wishes to have any of the 4k 4i .3- 1 L-11.1 cwtas es‘l Personnel replaced for incompetence or security or 41143-t4 efia Zusl conduct reasons, the Second Party i,si atai Ana. zzlacrili* .3:1 t:.”4 is committed to replace him with J::4+ 4„ei 6-Val ,sic 4 1-1.1 kg-ci another person who has the same jjli ,J1—aj opt; j. L,x 60 experience and qualifications j i j1. ) without any additional cost to the First Party and within 60 days following the date of notice sent by the First Party in this respect. 1-4. If the First Party needs additional a.11-..) j apt laji.)Jin kit.) s pi .4- 1 numbers of Personnel, a Task ,.i.„-a3 „gm 1..1143) Order will be submitted to the r tzw.. Second Party to undertake the SILS _0;1 vatill request to provide the required 4..kot---01•31 J6--.91., ILA •=3C14 numbers within a reasonable ..16.11 c i131c period under the same conditions and rates stipulated in this Contract. 4 EFTA01090611  2. Military Experience and Courses 4,..4.11 .2 2-1. Military Experience ; .2,0:111 .1-2 All Personnel intending to work for the jail jai mkt. t ....j.aj.S.ji91 4.1c. First Party must have received prior military training, and have served in field :34" 4..)-C---ws .,k I -,Lgla tiissij i3)3Se u1 j „r im military units for at least two (2) years, and they shall be selected through the :Ls.24.31 je. formation of a joint committee between 'A-4S ;32-,.1y cajl-,al al the two parties, after verification of their ,:j.. identity papers, personal interviews. and ml.. +1 3 k4.....&..11 , then physical fitness tests and complete .J.12 4.#1211 Ljsmaill 3 %,31#111 medical examinations. 2-2. Qualification Training Course 4.1.6 .4.41 aµ,1.1.11 c.a nab .2-2 Once the personal interviews and medical , 441211 Jtsai J11 examinations are completed. the Personnel shall participate in training courses as referenced in Addendum G 2 JlasS71 3.tt 4.3-‘1•11 ;$1 441) ,u.. Statement of Work, and Paragraph 2 r ia j (..,1);3134 Annex B attached hereto, including but zbAti 04 3 Ssail not limited to the following subjects: • Physical fitness • Guard duty and search ki41 4' 41 • .1441 3 • • Patrols • Search for explosives j-a4J,41 • Telecommunications j *i1.31 4'41 • • Unarmed combat • Crowd control .).e• • Training on crisis and disaster • response •••tiii-C31 40.” Awareness of the GI-1() Armed :LW - 1.)•:11 Forces laws t t1 Customs and traditions of the United Arab Emirates • 2-3. Second Party's Responsibilities iPiske 3-2 2-3- 1. The Second Party e4 411 undertakes to fulfill the "ICv l jfiall AP:9 • 1 - 3- 2 tasks and responsibilities as per the conditions and CA-41:Cla IS (. Jal. j provisions of this Contract, j.j4ii Addendum B and according to the First Party's requirements. EFTA01090612  2-3-2. The Second Party is e jj_S .2-3-2 responsible for the 3_.* 1_45 .11 ) _.ISFI ii.a! 3 recruitment. training and SR C') :al -it s pi 441CUn Pala management of the Personnel as provided in Addendum G Statement of Work. eis-4? U .3-3-2 2-3-3. The Second Party I:144 adj...141 .11_O1 undertakes that all the 433.1 &is, el:), individuals included in this Jai Contract shall abide by the UAE and Armed Forces laws, regulations and by laws. 2-3-4. The Second Party shall. if Z...je. 3 v ti al 6./.31611 t ja Uy., .4-3-2 requested by the First ‘i .,113 Party, assist in the process ya „s ic jj....a.%11 of obtaining security approval for the Personnel :4...21S11 from the competent entities j jfti 6kAill JAI i...ca>.11 of the First Party before S' D %la .Lts-C1 0 4 1.4 ta4.;Izi J.31 starting to fulfill their duties under this Contract. 2-3-5. The Second Party may not v ;.111 jy,,.0 `)t .5-3-2 use the contracted work ILLS 1i a.i1 j.~11 Solis sites as training fields for any person other than the 45k1 "-F5 Personnel. 2-3-6. The Second Party's 4.0t431 cst-.4.• 3 4la.Wi1 6-3-2 activities and duties are subject to the supervision and audit of the First ‘.i Party's competent staff. y'w.ii st.4 rill j lall 2-3-7. The Second Party shall not j jfti j i la u1 r use the accommodation facility for non-approved .4+;As personnel within or outside the purpose of the Contract without the permission of the First Party. Article (4) (4) 3.11.41I Obligations of the First Party I I. All of the Personnel shall be under the 6.1 ;WS 1/4)jaji2 al fyl 4115 .1 sponsorship of the First Party and iy holders of valid visas obtained under the license granted to practice their 4.11). ry ' • y 6 EFTA01090613  respective professions by the competent authorities in the United Arab Emirates. 2. The First Party shall appoint one of a i5 Ami 4-ifiali .2 its staff as its representative for the a ri.ilit•ciAll —ay/211 4Z _Gael Contracting Officer's Technical Representative (COTR) for the follow 4.11I j Ili' j 4a. ueyS up and execution of this Contract, ..:.4%)LaD flits j rfa..) who shall have the necessary :dais authorization to take decisions and act tio as link between the two parties regarding this Contract. 3. The First Party shall provide 3 4.:4—‘31 JJSI --kr• 3 accommodation, food, transportation, taS j a,,sli life support, as well as all required equipment. ancillary, items, logistics j zj _41 1dl.aY1 j kcpt.I1 and other support needed to execute Ai? •SALI* ermli eta A'im-, cssil and sustain the SSG Program as listed ciala? 4,e• ZAI.J4 in Addendum G Statement of Work 5l ja as jlet lil oaL+31 and its Annexes and any additional 11.6 ;.s. .11).51i 59ikal requirements to the Personnel throughout the term of this Contract. Article (5) (5) ;SO Rates 11.....jrn atlas. The below mentioned charges and costs j 43 are deemed included in the total value of aj-.4.0 it I 13-4.1 Ci ..1.91114 this Contract, and the Second Party may yri j 113.411 4.01-111 not claim for any increase or other expenses except as agreed upon in uir-L• 446 (SAW' cc, 1-.41 )1! .:Tiny'' advance between the two parties: zial) ly • Recruitment costs, including the j I JL.42:1:i I &L I Z ) tests and examinations carried out 321.4•11 kmj "Lag Z1mACJ 4 21 Sajal by the delegation representing the Armed Forces ZJIjill 0;CI • Costs of the personal interviews 4-iiR-05 • • Training costs . I.4.3S111 '4M a • Costs for replacement in case of 4.4 &ASP' JIB .-41S1 • injury or service termination of 451 ji any of the Personnel Wilait 5111 ...:111S; • • Costs of air passage tickets (in the (la LL.L.11 al? 4.9 4.411 ,j aa.111 —kith country of origin only). • EFTA01090614  Article (61 (6) Lila Contract Value and Payment *SO 11.14 s aka 1.4 Conditions It is hereby agreed between the two parties that the total value of this Contract ‘sk, ciar aiaTh'I tr., 44..,..3•4 for the Initial Term is Five hundred and v—A &Am) saal ; 4•4114 S-11 :4 11-44I j i:6.. j j anis Cu.JAC. j kaai j twenty nine million one hundred and sixty six thousand seven hundred and fifty four C.$1-14" 4:"--" lip 4:1;1" United States Dollars and thirteen cents 529.166,754.13) jeSc. ta-N,J yd (USS 529,166,754.13) which is agreed 3-46 --i1.3-1A9 Jatz 1 (..)Y r' between the Panics to be equivalent to tarsiksuzeiiaot. &Pt) 3 : Oa' ," One billion nine hundred and forty seven million three hundred and thirty three j thousand six hundred and fifty five UAE Dirhams and twenty fils (AED 43M eray31, 947.333.655.20)Lli 1,947,333.655.20), payable to the Second aa -411-4 {Al i-e.11113 e•IS CA Party in accordance with the invoice and 'al iii! j (C) 6-4431 441 payment structure set out in Addendum H JP' e•I•lip J111 cis hereto and further according to the us sAti regulations adopted by the First Party through First Gulf Bank, GHQ Armed Forces. as follows: I. 20% of the Contract total value as rtairS %20 .I advance payment against the following documents stated in Annex kisCuli .3 A ' git , 11-13" 31 jtiti• (C) of the Statement of Work: (C) • The Second Party's invoice (one iris -45 Jul 34 ciatil 4-0 4 • original + two copies) indicating Las!' 610.. the amount of the advance payment, the Contract number. and the details of the Second Party's bank account. • A bank guarantee for the advance 1__iis 4.41 4.S4 • payment according to Annex (C) attached hereto. •=1.11 '44 LiN 3.)-11 2. 80% of the Contract total value br it payable by periodical installments sa....yi AAA c,a %80 .2 Li .J Lau f Js 4 +1 sk.) (end of each four months) starting from the beginning of the training ca jj ali sissji course as per the certificate in 1:1—fr jSj (4) (3-‘1.11 S.344114 ..r.r-Cid. Addendum (C) attached hereto against :47i1 JAL Sri the following documents: • The Second Party's invoice (one ‘Itsol 6.)4 40311 original + two copies) indicating ',Jilt° • j k —A) "AD ;k_ta.ill the amount of the installment, the haat; j eij lase. period for which the payment is due, the Contract number, and the 4•AJWI •.at.*AJ EFTA01090615  details of the Second Party's bank account. • A completion certificate as per (.3) ja.1.11 J1.61 az1.4..:, • Addendum (D) attached hereto. signed by the Director/Commander/ Brigade or .k4u his deputy. ▪ Training course commencement :4-4Ausill j sis# sate : • certificate of the Second Party's Affiliates as per Addendum (C) 144 .ii,a k) la) vilh jfiall Na_i; attached hereto (to be produced only with the first installment kao Sias.% payment documents). Article (7) Penalties I. If the Second Party is late in j_S _so; j i 40121 4-1)111 j :,11 providing all or part of the Personnel .1 sit ? asa.11 aeya cs. at,iYI .rapt beyond the deadlines fixed in the Contract, a delay penalty at the rate of z--611 %l 2'÷'•1 ras• 1% of the Contract value shall be JP' tYjil _hist:. kel_iis imposed on it for the first week or part %2 Lel! i.t.A.11 .16 j Lela thereof, and such penalty shall be j JJJI to.Y1 .1•9 ,ark. increased thereafter to 2% of the ;1dt 60..araL j .1611:441ksAti %10 Contract value for each week or part thereof with a maximum of 10% of `94ifitl i Cs• ..>*1111 j .fit (c) ci-, LB Cr. (-4 ji-s114 the Contract value. The delay period shall be calculated from the beginning of the training period as per Annex B of Addendum (C) Statement of Work attached hereto. 2. If the Second Party fails to provide all or part of the Personnel (including c.)%2.4 Js cam j.ihn j 1 1:5? .1 4--i zi Art the rejected elements) within the deadline fixed in the Contract, the Sri' First Party may take either of the two j • ;), t I W Jpi following actions without the need to 3 4 / 11_,_.ka „i! resort to the judicial authorities and -402.411 6k,ka 4.4-1) _)11 J—i a.? 41.:1 after sending a registered notice to the Second Party: • Procure the Personnel not aAiU as:si esill i J y- I aat. hail. • provided by the Second Party 4.4) 1.11 ▪ 6-kik ,INS. through a third party at the Second Party's expense after exhausting ,•••:•i• 4,4 (Al the maximum limit of the delay .):4•1 S•4I SU ..13S penalty Z.I1:10 Lith (either by direct '). 49 negotiation or by means of a local j :cattail j 9 / \ EFTA01090616  or public tender under the same lut-9.511 e•--" ry VI •Oitik conditions and specifications declared and contracted), provided "45 ‘sI) 541-4 1i calk) iial• LA a. that the increase in the rates in addition to the administrative :r a kip expenses at the rate of 5% of the ) v ali) afilisi ssasials Contract value along with any 4.:jell J 31 .1111 penalties due for the delay period :ke 41 Jai J1 in the execution shall be deducted from the value of the guarantees provided by the Second Party or from the latter's entitlements due by the First Party or by any other governmental entity. • Terminate the Contract and ($.41 ...4b _Ptah* at3C111 . La • confiscate the bank guarantee in 1= 4i1 &SA e.t. 2÷41 .at jss whole in case no services at all have been provided or confiscate % the equivalent of 10% of the Contract value. PROVIDED HOWEVER, that if the v.= Joan .ti 13! 4.1! Second Party has provided the required number of Personnel, and the First Party ua41 4-032 rti j =I P .:J• has declined to accept a part thereof due 45.).1i &I eel.% to the First Party's inability to ii► LC) 4usa i vall ;Jig; i ikei accommodate the said declined part. the .46? jfti ,..ij hn us? eu SD Second Party will not be considered as 4.-k,ij es al 40:ili being in breach of its obligations hereunder if subsequently the First Party requests the provision of the previously declined part of the Personnel. If the Second Party does not within the agreed period provide the required 41u u-..11 cta311.4 Sfil Cemis number of Personnel that was declined 431= 111 Cr-4 LIX&I previously by the First Party. then the .4.4154I Second Party will be considered as being in breach of its obligations. 3. The First Party may waive the s.. J.)-121 (IP aiw. .3 penalties in whole or in part if the etiti 4,22U T l ca 1.3) Second Party produces documents proving that the delay is attributed to s_su ‘ 8,-14 force majeure reasons beyond its (2) 2.jialL4 4 IS s:Je. control as stipulated in Paragraph (2) .(13) :Sall of Article (13) herein below. EFTA01090617  Article (8) j8) 3.11.411 Performance Bond 50.611 1.1a1 Within 20 days at the most after the Lfail Second Party is notified that the C' ay t .4 401131 u Jhll Ox,,! .1.4 .1 ter-4 4a.. ;Ai) . 43..eta Contract has been signed and provided that the Second Party has alo 20 ‘Dc%,4 = 4-Usi$ received an original copy of the ,411:3 Jkl_t111-? Lti 1i, j. 4-t! ak•—;* ns4 Contract, the Second Party L411..Ori %10 4y.v 41:1 &RISS undertakes to provide a bank 11—a4 i 1YU (j) Liza 4:44A ) 4 LS guarantee as performance bond issued ..16) by a bank operating in the State and amounting to 10% of the Contract value as per the form included in Addendum (F) attached hereto. 2. The bank guarantee must be unconditional, must remain valid for -VA 44111 j..nll 4-:*4 2 at least 90 days following the expiry sjLzi 90 1,1.1 4 of the Contract, at which time it shall expire. If the Contract is renewed or 4.4 J1. Ns ? RU 4..ijia1i extended, the Second Party will A>141I aiaa provide the appropriate bank guarantee at the time of renewal or extension. 3. The value of the bank guarantee shall be reduced in the respective values of r -C.141 0;:tW.1 .3 the deliverables made in accordance 1.4 j aialt t.14.1 Liii with this Contract as referred to in 14-1 SY!' Lik.}a"? Annex C attached hereto. 4. Subject to the provisions of paragraph .t_sl (3) :fill ets.,,i (c) above, the bank guarantee shall e .4 stipulate that its outstanding value esti) oi „It 4.S411 shall be payable to the First Party, on jpi (44111S1 •Ca,4) immediate basis and upon the mere 3 11 ...taD 11.a j a ii. .,t1 production of a written letter from the ) 4i ,s1) i> VII j oni First Party without the need for any .1",1 judicial proceedings and without any conditions. 5. If the value of the bank guarantee decreases due to the deduction of any L4411 4sL.b11 4:91 .5 sums from the Second Party or if the u.lal Zan.4avi j value of the supplies becomes higher ) 1..1_1)j AWL? JAI. l e than what is mentioned in the J4paln 61) 23$ czt-sall Contract as a result of additional (20) „Pl.: ,si .,allal A:O11J demands or amendments, the Second Ja1-41 4..S411 _OP Party must, as soon as it receives a 2..514311 .14 aia 3 4 / 114641 :t411 %l0 demand from the First Party, top up the guarantee value to the equivalent ;stip j*a ..ti id JP —i.)1.114:As VI i .921 t.i.)1111 • &iss......11 of 10% of the Contract value after the EFTA01090618  increase, within twenty (20) days from the demand date. otherwise the First Party may retain the required increase from the Second Party's entitlements due by the First Party. 6. If the Second Party does not provide ejt.-11 3aaall egia? I 6.i t i 13! .6 the necessary guarantee within the 3 (i) 4.4 Jc..3.•11 j).S. deadline indicated in Paragraph 1 and 5 of this Article above, the First Siva Cia.1 tati (5) Party may cause the Contract to be '1 4 5-‘5114 executed by a third party and have the eia:1 4rata" 4.4.)S updating, development and AL-11S.?4,1111 U.)611 4,111.1u, las 3 maintenance carried out at the Second 4 :11i 14/_1iltSill Party's expense and under its 4.0t11 ' ath responsibility, and claim from the latter payment of all financial 4:4...iSa• 34/ + 4) ;sal differences incurred by the First j a'41.0 Party as a result thereof by way of cy. j....11 wo watsi deducting the same from the Second a.3.1 SAW Party's entitlements due by the First Party or by any other governmental entity, or claim the same before the courts while blacklisting the Second Party and preventing it from participating in the Armed Forces tenders for at least one year. Article (9) (9) ;La Offset Program ii.Lailei• el it at It is agreed between the First and Second va-LIA 6i. sile. Parties that any contract/purchase order or a set of contracts/purchase orders entered ;it yam,. clial Jai 41S (90 " a d CI! into between the two parties for a value 4 1 Cip isI joie "It) 431C exceeding within (5) five years the sum of 451.1-1 e*J 36730000 t..10 Dirhams 36,730,000, or the equivalent of r a tjJ fi j.5 10000000 tab. -1364- USD 10,000,000, shall be subject to the zatijel ea.‘4 UAE Offset Program. The five year ;53i j ,:kj1.41 period shall start to run as from the date of the first contract or purchase order J.; '=11./".• .4. 1.21 JP' Uj ian entered into between the First and Second Parties. The Second Party undertakes to execute ;13.-.41:51 4.01S11 the Offset Agreement and/or the .45.* j al complementary agreement with the Offset Program Office, and it is hereby agreed 44e. aila kjic. j 3 )1 j:111 between the two parties subject to the 6.1J 611 4.1al provisions of Article (8) above, that the ej_liml .1_44 Atli is. ;:„.. iaiyn ca...1 wti % First Party shall only deliver copy of the cthip cj., day. %r ill:U. NS? 4.0 1.21 VJatl Contract signed to the Second Party after LAS elisio 4.31....in the Second Party submits a confirmation .46.11 JA •Y ' 12 EFTA01090619  letter signed by the Offset Program Office stating that the Second Party has signed all the documents required for the said Office. Article (101 (10) Miscellaneous uit The two parties hereto understand that no commission. remuneration or fees have 31 ;Lill. ji d yl, ata}an rea, been or shall be paid by way of tips, gifts, c---14 or personal payments granted directly or 1.) .11qa jou 40111 4.4zi..21 ji 411 indirectly or otherwise by the Second Party to any officer, individual, civilian ll Ufa %14 s Yl '11-)312 :tit! %i•1144 -EL ) or UAE Armed Forces member, or any of 4-3.6 Via. 31 a ji ) J L ) 4, 4 I the UAE governmental employees working within or outside the UAE 40.463-.. 4). 41 31 cal 431.....yi 4.13.11 representing a bribe or commission to 144-.)S >f 44 0 JO-) .3•••4 ensure the signature of this Contract. . ai.31 LA eie; z 4' 1..c. 51 On the other hand, the Second Party confirms that there is no promise binding 441 -ICJ -1.*3 e•x• 4-kAl").1 it legally, and that in case of the Second 41 ,r ; Qa..131 Party's having ignorantly committed in the past to any liability or undertaking osikh" e at:. Jo+ ac 4 4 'I (JP with any person, establishment or . .fia°4 44 1 4:1 •=1114 1 &LS! A.S.A. company in the UAE, such liability or undertaking shall not be binding. If the Second Party violates the provisions of this Article in any manner (Al :,,lad :UAL. Us 4.1 whatsoever, and if the First Party is able r 3-2ii SI: •:-.144 afri 4-4.021 Ai) .:3:11-C Zit)* to establish such violation, the Second %30 ail 4 )1211'A-el eiaf jali Party is required to pay a penalty to the First Party amounting to 30% of the Sit olr l .1 :salt ail 4-041 afSj Siall 5.4 Contract value, and the First Party shall .irk 41.06 4 4.1 4 1 :)..04 be entitled to terminate the Contract without prejudice to its legal rights. Article (111 Contract Termination and Bank (11) ;Jul' Guarantee Confiscation gall I. The First Party is entitled to terminate the Contract and to =60 steli ,i