Erc Standard Utilities Supply Agreement 439

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

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PHASE VILLA PLOT

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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
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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

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Purchaser: Abd El Mohsen Abd Elmaksoud Nassar

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National ID/Passport No.: ■

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Address: ■
Nationality: ■
Date Of Birth:
Telephone: +202 ■
■
Facsimile: +202 ■ fid Mobile: +202 010 111 2362
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Email: Alisraco company [alisra59@hotmail.com]
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If Applicable Guarantor: ■, a company registered in ■
Commercial Registry No.: ■
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Registered Address: ■
Represented By: ■
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Capacity: ■
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Telephone: +202 ■ Facsimile: +202 ■ Mobile: +20■
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Email: ■
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The Seller, the Purchaser and the Guarantor (if applicable) hereinafter jointly referred to as the "Parties" and separately as the "Party"
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Site Plot Number 439
Approximate Surface Area Approximately 998.5 square meters as specified in the Cadastral Map of the Sahl Hasheesh Resort
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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

Page 2 of 15

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;

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SCHEDULE 2: The Deed of Adherence;
to this
SCHEDULE 3: Utilities Prices;

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Agreement SCHEDULE 4: Community Management and Community Services Rules, Regulations and Fee Model;

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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
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Egyptian Resorts Company S.A.E. (“Seller”)
By Mr. Mohamed Kamel
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Capacity Chief Executive Officer
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Signature
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■ (“Purchaser”)
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By ■
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Capacity ■
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Signature
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If Applicable ■ (“Guarantor”)
By ■
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Capacity ■

Signature

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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

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“Community Services” means the provision of all services to the Sahl
according to the following conditions:

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Hasheesh Resort Community, including, but not limited to, maintenance of

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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.
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and workers in Sahl Hasheesh Resort Community, development and
maintenance of Sahl Hasheesh Resort Community brand and reputation,
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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
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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
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hereto;
otherwise):
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“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
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“Apartment Development” means any building or group of buildings plots of land and/or real estate properties located at Sahl Hasheesh
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comprising more than one (1) Dwelling whether for overnight, short term Resort Community;
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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
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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
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“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;
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“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;

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statement issued upon registration of the ownership title in favor of the
2.3 the erection of a building includes a reference to:

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“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);
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the placing or relocating of a building on the Site,
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2.4 The carrying out of a work includes a reference to:
“Occupant’s Union” means a group or collective of the contracted
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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
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investment in any Common Area.
b. Erecting an advertising structure.
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“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
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“Retail Space” means any part of a development (excluding a Hotel)
Site, including but not limited to any alteration or change in the
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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
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Development Approval issued by the Seller and/or drawings approved by
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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.
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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;
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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.

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artworks and structures, waterways, open spaces, public areas

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(including facilities, services) that are intended to be for the benefit 3.9 The Purchaser acknowledges that the Seller will incur material

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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
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reliance on the exclusivity stipulated herein.
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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
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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
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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
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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,
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directly to the Utilities provided by the Seller, by way of the separate incidental or economic) resulting from the subject contractual
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Utilities service connection point(s) approved and provided by the breach.
Seller and that the Purchaser shall not obtain Utilities services by
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way of any other method of connection to the Sellers Utilities, 4. DURATION
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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,
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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.

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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

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need to notify the Purchaser; partners, or associates of one another. The Parties intend that an

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independent contractor relationship will be created by this Agreement. The

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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.
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10. INDEMNIFICATION AND LIMITATION OF LIABILITY
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10.1 To the fullest extent permitted by law, the Purchaser hereby agrees
to indemnify and hold harmless the Seller (including, but not limited
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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
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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
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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
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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
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determined by a competent court pursuant to Clause (22) or are
6.3 The Purchaser shall solely bear any and all charges, duties,
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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
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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.
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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.
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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

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hereunder shall be in addition to any rights that any Indemnified relating to the provision of supply of Utilities and Community Services at

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Persons may have at law or otherwise. Sahl Hasheesh Resort Community.

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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
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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.
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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
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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
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with the Seller’s prior written consent.
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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
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from any cause beyond their control including, without limitation, acts of entitled to assign its rights and obligations under this Agreement without
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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
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insurrection, riot, war, embargo, or the Seller’s inability to obtain labor or Purchaser.
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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
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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.
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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.

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same.

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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.
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The Parties hereto agree that this Agreement, and its terms, conditions
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and provisions are and should remain strictly confidential, except that
nothing herein shall preclude any Party making any necessary disclosure
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to its auditors or accountants or to any relevant fiscal or other authority or
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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
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otherwise ordered by a court or tribunal of competent jurisdiction.
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22. NOTICES
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All notices which are required to be given hereunder shall be in writing and
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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
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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.

Page 9 of 15

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)

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

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f. Maintenance of the Development’s central utilities and the cleaning works including community refuse and security and all directly and indirectly
related services.
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The Seller shall provide the Purchaser with the following community management services:
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a. Implementation of community bylaws and regulations;
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b. Maintenance of community public parks, buildings, monuments and landscaped areas;
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c. Operation and maintenance of community public utilities infrastructure;
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d. Cleaning, operation and maintenance of community public beaches;
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e. Cleaning and maintenance of community public roads;
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f. Refuse collection;
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g. Resort community security; and

h. Financial and administrative management of community services.

Page 10 of 15

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

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Email: mkamel@erc-egypt.com

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“New Purchaser”: ■, a company duly organized under Egyptian law
Registered Address:
Represented By:
■
■
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Capacity: ■
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Email: ■
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OR
“New Purchaser” (if ■, a company registered in ■
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applicable):
Registration: ■
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Represented By: ■
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Capacity: ■
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Email: ■
AND
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Purchaser: ■, a company duly organized under Egyptian law
Represented By: ■
Capacity: ■
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

Page 11 of 15

“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”)

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By Mr. Mohamed Kamel

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Capacity Chief Executive Officer

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Signature

■ (“New Purchaser”) fid
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By ■
Capacity ■
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Signature
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■ (“Purchaser”)
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By ■
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Capacity ■
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Signature
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Page 12 of 15

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

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

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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
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EGP 7.20 / m³ of water for Hotels (for volumes equal to or greater than 250 m³ / day)
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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
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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
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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)
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Electricity
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As per Canal Company billing until ERC electricity seller’s license is obtained and thereafter as per the rates approved by the Egyptian
Fees
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Electricity Utility Regulatory Authority.
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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.

Page 13 of 15

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)

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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.
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Apartment

EGP 1.00 / m² of Built-Up Area per week;
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Fees EGP 1.00 / m² of Common Area per month; and
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Payable By Purchaser or contracted owner or title owner (post title registration) of the Apartment, as applicable.
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Villa
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EGP 0.25 / m² of Built-Up Area per week, and
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Fees
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Payable By Purchaser or contracted owner or title owner (post title registration) of the Villa, as applicable.

Retail Space
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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.

Page 14 of 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.

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Notes

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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.
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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
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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
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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
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Budget.
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Page 15 of 15

Erc Standard Utilities Supply Agreement 439

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Erc Standard Utilities Supply Agreement 439