Technical Services Agreement

Technical Services Agreement

………… HOTEL

City , Country

Represented by Mr. ……………..

OWNER/DEVELOPER

With

Technical Consultant

Represented by CHA - International

Holiday Season

TECHNICAL SERVICES (TS) AGREEMENT

Technical Services Agreement

THIS AGREEMENT ("Agreement") is made effective as of the ------day of ------/------(“Effective Date”), by and between:

...... , a company incorporated in the ...... under commercial registration number ...... , with registered address ...... , country, represented by Mr...... , (“Owner”); and

Consultants of Hospitality Administrators ("CHA"), a company incorporated in the Arab Republic of Egypt under commercial registration number [342133], with registered address at 34 Nakhla El Mottie St., Suite # 3, Heliopolis, Cairo, Egypt, represented by Dr. Mahmoud Sameh Saker, (“Technical Consultant”);

(each a "Party" and collectively the "Parties").

Preamble

Whereas, the Owner owns a piece of land in the central area in city country, and intends to build and construct a (4 or 5) Star ...... Project (“Project”) as an investment to be operated by an international operating company specializing in hotel hospitality.

Whereas, the Technical Consultant has the knowledge and expertise to provide the required technical advice and assistance in relation to recommendation activities, architectural design requirements, guidelines and specifications to suit the intended operator’s requirements.

The above Preamble shall be deemed to constitute a part of this Agreement.

In consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1.Scope of Agreement

The purpose of this Agreement is to define the terms and conditions under which Technical Consultantwill provide Owner, with technical advice and assistance in relation to recommendation activities, spatial requirements, interior design guidelines and specifications of the Project.

2.Term and Termination of Agreement

For both of thedesign phase of the Project (6 months) and the construction phase of the project (18 months), this Agreement shall commence on the Effective Date and shall be valid for a period of 24 months in total thereafter;unless one of the Parties gives 30 days prior written notice of cancellation of this Agreement to the other Party.

3.Technical Consultant Obligations

The services to be provided by the Technical Consultant under this Agreement shall be as follows:

PRELIMINARY SUPPORT

The Technical Consultant shall undertake an initial review (to consist of a preliminary property report) on the Project, and shall analyze the characteristics and suitability of the Project. The property report shallconsist of the following:

a preliminary report (desk top review) based on submitted plans, photographs and standards checklist.

The report shall consist of:

executive summary

property review
mandatory Hotel requirements; as per international standards
Scope of work as per international standards
optional (i.e. non-mandatory) recommendations
Schedule of design submittals

STANDARDS MANUAL (Technical ConsultantCounselling)

Architectural standards and technical requirements, specifications and initial Furniture, Fixtures, and Equipment/Operating Equipment and Equipment as per the International Four Stars hotel requirements and guide linesto be advised to the Owner or its Design Consultants and the Owner acknowledges receipt of the same and that the hotel shall be constructed in accordance with such standards and specifications.

MEETINGS AND SITE VISITS

MEETINGS:

The following limited sequence of design meetings at key stages and milestones will be held at the Owner’s office in Riyadh, Kingdom of Saudi Arabia.

The meetings will normally consist of the following:

kick-off meeting

approval of preliminary information

Approval of full Project details and final layouts

Technical Consultantstaff is required to attend 04 meetings at the Owner’s office.

SITE VISITS:

During the construction phase of the Project, Technical Consultant’s staff is required to conduct at least 3 site visits in order to ensure the successful implementation of the design requirements.

The travel expenses for attending the meetings in the Owner’s office and conducting the site visits will be shared between the Parties. The Technical Consultant will pay for the round trip airfare tickets of its staff members, and Owner will pay for the hotel room fees incurred by the Technical Consultant’s staff members for up to 2 days per visit. KSA entry visa process will be the Owner’s responsibly.

DESIGN CONSULTANTS

The Owner at its own expense shall retain architects, landscape architects, engineers (including structural, mechanical, plumbing and electric engineers), quantity surveyors, interior designers, project managers, contractors and other necessary qualified personnel ("the Design Consultants") as it may require to develop the design, plans and specifications to construct / convert the hotel to the appropriate architectural standards. The terms and conditions of the contracts of appointment between the Owner and the Design Consultants, and the performance of such contracts shall be the sole responsibility of the Owner. If not appointed, the Owner may be advised on the selection of Design Consultants.Technical Consultant may recommend the replacement of Owner’s Designer in case of failure to comply or provide the appropriate designs that are in accordance to the Technical Consultant feedback, recommendations and requirement and to best interest of the project.

OUTLINE PROPOSALS AND SCHEME DESIGN PHASE

DESIGN REVIEW:

The Design Consultant shall be assisted by the Technical Consultant in establishing the “Design Program” for the hotel which shall meet international standards and shall consist of (i) a definitive outline description of the hotel including without limitation, the space allocation, and (ii) the relevant standards and design criteria for the hotel. In addition, a preliminary brief outlining the basic hotel layout and spatial requirements including the number and type of guest rooms and the type and size of public areas and service facilities, to permit such Design Consultants to prepare a preliminary schematic design for the hotel, to provide the most efficient operational layout, and establish a basis for the ongoing development of the design in accordance with international standards.

MECHANICAL ANDELECTRICAL ENGINEERING:

The Design Consultants shall be advised on principal requirements pertaining to mechanical, electrical, plumbing and air conditioning requirements.

INFORMATION TECHNOLOGY AND TELEPHONY:

General information technology and PABX standards shall be advised by the Technical Consultant in accordance with the international standards and requirements.

A limited consultancy on technology installations, by telephone/email, shall be provided together with preliminary budgetary guidelines for information technology and telephony services.

APPROVALS:

The Technical Consultant shall arrange for design reviews in order to ascertain compliance with relevant standards and approve the preliminary architectural layouts submitted by the Design Consultants prior to proceeding to the subsequent phase of the Project within 3 weeks of the date of submittal thereof.

FINAL DESIGN PHASE

DESIGN REVIEW:

Final architectural and interior design plans shall be reviewed by the Technical Consultantwith a formal commentaryas may be required. The design review shall be completed by the Technical Consultant within 15 working days, hence, based on the project’s magnitude, Owner’s Design Consultant conveyances and dates of submission.

After the final sketch plan and layout have been approved by the Technical Consultant and Owner, the Technical Consultant shall provide the following technical services in conjunction with the Design Consultants based upon a full submission to Technical Consultant by the Design Consultants of all necessary information relating to local building codes, standards and requirements (as noted in the schedule of submissions below).

MECHANICAL & ELECTRICAL ENGINEERING:

Technical Consultant shall review summary final proposals and comment on compliance as may be necessary.

APPROVALS:

Technical Consultant shall review final proposals and provide coordinated commentary on compliance with relevantinternational standards or agree on modifications as may be required in order to achieve compliance. Approvals by the Technical Consultant shall be completed within 15 working days from date of submission.

SCHEDULE OF PLANS TO BE SUBMITTED BY DESIGN CONSULTANTS TO TECHNICAL CONSULTANT

The information listed below must be provided by the Design Consultants in a timely manner.For these purposes, a detailed schedule is provided with the exact dates to be agreed on with the Technical Services.

SCHEDULE OF INFORMATION
REQUIRED INFORMATION
Note: details of the required information are described above / Preliminary planning
1 / Site plans / Outline
2 / Floor plans / Outline 1/200
3 / Elevations / Outline 1/200
4 / Building Cross section / Outline 1/200
5 / Additional leisure areas / Outline 1/200
6 / Signage / Outline (ext.)
7 / Fire Safety Systems / Specifications / Outline
8 / Room mix / seating capacities / Outline
9 / Area recapitulative
10 / Landscape Plan
11 / Interior elevations and details / As appropriate
12 / Fire Safety Proposal / Completion certificates required

DETAILS OF THE REQUIRED INFORMATION:

Site Plans

Must include thelocation of exterior signage, total parking spaces, landscaped areas, ramps, walks, steps, handicap parking areas, building(s) location, swimming pool, exterior lighting locations, screening of all garbage dumpsters and kitchen service entrance areas.

Floor Plans

Must include all guest rooms, corridors, and stairs, all public areas, fitness area, kitchen and back of the house areas, and equipment areas.

Elevations

Must include all exterior elevations of buildings and entrance canopy (ies), including exterior materials, finishes and signage proposal. Also, an isometric drawing or perspective must be joined.

Building Cross Section

Must include longitudinal and/or vertical cross sections indicating the building features.

Additional Leisure Area

Drawings must include a diagram of the swimming pool’s surface area (indicated in square feet or square meters, as may be appropriate) and longitudinal cross section showing variations in depth (1:200).

Signage

Must include the location of all exterior signage cross references and signage drawings depicting the appropriate primary sign, entrance sign(s), and, if included, restaurant sign(s), lounge sign(s), and script signs to scale.

Fire and Life Safety Systems

Must include Life and safety specifications, regulations and requirements of the Country’s (City) National Fire Protection Association.

Room Mix, Seating

Must include the number of each type of guestroom (single, double, king leisure, etc.),seating capacity of the restaurant, lounge, and banquet facilities.

Area Recap

Must include a detailed breakdown of areas (in square meters, as appropriate) allotted to all major facilities.

Landscape Plan

Must include location of all buildings, sidewalks, parking areas, and driveways, location height and massing of all landscape elements. The schedule must also indicate the size and type of all landscape elements. The planting schedule should take into account a change in seasons.

Interior Elevation and Details

Must include the floor plan and elevation for each type of guestroom and guest bathroom including furniture, fixtures, and equipment, and theinterior elevations of each public space within the commercial building.

Fire Safety Proposal

Submit a letter from the architect, engineer, building official, or licensed system installer certifying that the fire safety systems are fully operational and will meet National Fire Protection Association Life and Safety requirements and local code requirements.

4.Technical Consultant Fees:

4.1As compensation for the performance of its obligations under this Agreement, the Technical Consultant shall receive from the Owner a fixed sum of $??00.00 (...... USD) per room (to be a minimum of 252 rooms for a total amount of $000,000 (...... ), to be paid as follows:

- 50% upon the Effective Date of this Agreement

- 20% upon successful completion of the design phase of the Project.

- 10% after the completion of 6 months of the construction phase of the Project.

- 10% after the completion of 12 months of theconstruction phase of the Project.

- 10%upon successful completion of the construction phase of the Project.

Final payments shall be based on the number of rooms actually completed.

Excess Service Fee:

In excess of the Services detailed herein or services that are incurred in Technical Consultant's reasonable judgment by reason of Owner's Consultants or Owner’s Designer failure to comply with Technical Consultant’s “Technical Services”for Product Improvement and recommendations; Technical Consultant shall be compensated by Owner as follow (i) at the rate of US$ 850 per day per architect and (ii) for direct expenses incurred by Technical Consultant in excess of the services rendered herein, including but not limited to air travel costs and hotel accommodation cost. Same fees will applied of additional services provided at Owner's request. Such fee and reimbursements shall be made within 14 days of billingand invoice detailing the said expenses.

6.NOTICES

All notices provided under this Agreement shall be in writing, and shall be sent initially by facsimile and shall subsequently be personally served or sent by registered mail return receipt request (where possible by airmail) or by DHL or a comparable international courier service to the following address:

OWNER:

Mr......

......

Tel: +...... Fax: ......

TECHNICAL CONSULTANT:

Dr. M. Sameh Saker, President & CEO / CHA

CHA Main Office:- 34 Nakhla El Mottie St., Suite # 3, Heliopolis, Cairo.

Tel: +202 644 3613 / 644 3621 Fax: +202 644 3616

Notices sent in accordance with this Article shall be deemed to have been given onthe earliest of (a) the date transmission of the facsimile is confirmed, (b) the date of personal delivery, or (c) the third business day following dispatch by registered mail or courier service. The above addresses and facsimile numbers may be changed by either Party by means of notice made pursuant to this Article.

7. RELATIONSHIP AND AUTHORITY

The Parties agree that no partnership, corporation or legal relationship of any kind exists as a result of this Agreement, other than the covenants expressly contained herein. Neither Party shall have the authority to create any obligation for the other except to the extent stated herein.

8.GOVERNING LAW AND DISPUTE RESOLUTION

8.1Governing Law:This Agreement shall be governed by the laws of the Kingdom of Saudi Arabia.

8.2Dispute Resolution:Any and all disputes, controversies and claims arising out of, involving, or relating to this Agreement shall be settled by the Parties mutually in an amicable manner. In the event that a particular dispute is not resolved by the Parties within 30 days of receipt of notice of such dispute, the dispute shall be referred to, settled and finally resolved exclusively by the competent commercial courts within the Saudi Arabian courts Board of Grievances in Riyadh.

9.LIABILITY & Encumbrances

9.1 In the absence of gross negligence or willful default from “Technical Consultant”, “Technical Consultant” shall have no liability for any of the services provided herein. The obligations of both “Owner” and “Technical Consultant” are limited to the terms and conditions in this agreement.

Failure of Owner’s Consultants, Designer or Contractors to design and or construct the Hotel project precisely and meticulously as advised by the Technical Consultant hence, in accordance with the recommended International standards; the Technical Consultant shall have no liability to the Owner, Owner’s employees, Consultants, Designer and Contractors or their other agents. In no event shall the “Technical Consultant” be liable for consequential or punitive damages, or for lost or anticipated profits.

9.2In the event of a delay by the Technical Consultant in performing its obligations under this Agreement, the Owner has the right to impose a fine of 0.05% of the total value of the Agreement for each three working days of delay. However, the total fine shall not exceed 10% of the total value of the Agreement. For purposes of this clause,any design reviews and approvals that are delivered by the Technical Consultant to the Owner after a 15 working days period in each of the design phases of the Project shall constitute a delay and result in the imposition of a daily fine.

10.SUBCONTRACTORS/ SUBCONSULTANTS

Technical Consultant shall obtain the written consent of the Owner prior to obtaining the services of any subcontractors or sub-consultantsunder this Agreement.

11.FURTHER ASSURANCE

The Parties shall collaborate and exchange reasonably required documents, in order to implement and give full effect to the terms of this Agreement.

IN WITNESS WHERE OF, the Parties' authorizedrepresentatives have executed this Agreement as of the date first above written.

OWNER COMPANY NAME ......

Mr......

Signature:

Date:

CONSULTANTS OF HOSPITALITY ADMINISTRATORS

Dr. Mahmoud Sameh Saker

Signature:

Date: