Contract no. SGFL/CFP/002/2015 Date: 05.08.

2015

CONTRACT

PREAMBLE
Whereas Energypac Power Generation Ltd. (Hereinafter referred to as “Employer”) has entered into a
contract with the Sylhet Gas fields Limited for “Design, Engineering, HAZOP Study, Procurement, Supply,
Construction, Installation, Testing, Pre-Commissioning, Commissioning, Start-up and Handover of One
Skid-Mounted 4000 Bbl/Day Capacity Condensate Fractionation Plant with Associated Facilities at
Rashidpur, Bahubol, Habiganj, Bangladesh on Turn-key basis” as per Contract No. SGFL/4000
CFP/EPC/C-1 dated 27-04-2015 and;

Whereas for successful accomplishment of the EPC contractual obligations, Energypac Power
Generation Ltd has expressed its desire to appoint a Consultant for Civil design and related
Consultancy work.

Whereas Structural Design Associates (Hereinafter referred to as “Consultant”) is engaged in the

business of civil design of 4000 bbl/Day CFP with accessories and related other consultancy work.

Therefore in consideration of the aforesaid, both parties wish to enter into an agreement to carry out
wants of the Energypac Power Generation Ltd. as mentioned above in accordance with the terms and
conditions set out below.

A. General Conditions for Civil design and consultancy work:

1. DEFINITIONS

For the purpose of the Contract Documents the words and expressions below shall have the
following meanings:

a) "Employer" means the Energypac Power Generation Ltd.

b) "Consultant" means Structural Design Associates whose quotation/offer has been accepted
and with whom the Contract has been entered into.

c) “EPGL” means Energypac Power Generation Ltd.

d) "Engineer" means the person whose services have been engaged by the Employer to
administer the Contract as well as supervise the whole work as provided therein, as will be
notified to the Consultant.

e) "Contract" means the written agreement between the Employer and the Consultant.

f) "The Work" means the works to be executed and completed under the Contract.

g) “Design”,"Drawings" and "Specifications" mean the Design, Drawings and Specifications

referred to in the Contract and any modification thereof or addition thereto furnished by the
Engineer or submitted by the Consultant and approved in writing by the Engineer in accordance
with the Contract.

h) "Bill of Materials" is the document in which the Consultant submitted the Works, on the basis of
the foreseen quantities of items of work.

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 i) "Contract Price" means the sum agreed in the Contract as payable to the Consultant for the
execution and completion of the Works and for remedying of any defects therein in accordance
with the Contract.

j) "Site" means the land and other places on, under, in or through which the Works or Temporary
Works are to be constructed.

2. ENGAGEMENT AND SERVICES

a. Engagement: The Employer hereby engages the Consultant to provide and perform the
services set, and the Consultant hereby accepts the engagement.
b. Standard of Services: All Services to be provided by Consultant shall be performed with
promptness and diligence in a workmanlike manner and at a level of proficiency to be
expected of a consultant with the background and experience that Consultant has
represented it has. The Employer shall provide such access to its information, property and
personnel as may be reasonably required in order to permit the Consultant to perform the
Services.
c. Tools, Instruments and Equipment: Consultant shall provide Consultant’s own tools,
instruments and equipment and place of performing the Services, unless otherwise agreed
between the Parties.

3. CONTRACT FEES AND PAYMENT TERM

Total contract fee shall be not exceeding BDT 2400,000 (Twenty Four Lac taka only) excluding
VAT & TAX as per Govt rules.

Payment will be through L/C on sight. 10% advances, 90% of the payment will be made after
successful completion of work ,

4. SCOPE OF WORK

The scope will be:

a. Design Memorandum (technical specifications, design basis etc)
b. Detail design with calculation of foundation of
18nos Tanks
18 sheds/Buildings
Other Structures
BOP
Internal Roads
Drainage Systems
Internal Fencing
Walkway
Area paving
Dike Wall & Tank Farm Floor
c. Detail drawings
d. Complete BOM with specifications
e. Site visits
f. Clarification to the SGFL/EPGL queries regarding the design works
g. Incorporation of clients Comments
h. Design Consideration
i. As-Built Drawing.

5. TIME SCHEDULE OF THE WORK

Consultant shall strictly maintain the time scheduleas specified in ANNEX-1and the work must be
finished within the time schedule. The time is the essence in the execution of this Contract.

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 Design and drawing will be release progressively. Total work completion time will be 13 weeks.
No extension of time shall be allowed without written consent from the employer.

6. Extra work:
For smooth continuation of the work flow, Employer shall provide preliminary approval to
Consultant. Upon getting the approval from end user, Employer shall provide the final approval.
Any rework after this finalapproval of design, drawing will be considered as an extra work. Any
extra work shall be paid extra over the quoted rate and this will be agreed and approved by the
employer. But in such cases contactor shall not hold the job pending and will continue working to
match the timeline, provided the employer provide approval for the extra amount within Ten
working days.

7. SITE VISITS
Eight visits will be in consultant’s scope for coordination. Any extra visit will charge extra BDT at
10000 per day+ local travel will be provided by employer.

8. DOCUMENT/ DRAWING DELIVERY

PDF copy of Design, drawing, calculation will be issued to employer for approval and approval
will be done through signing on hard copy. PDF copy of approved design, drawing will be issued
to develop fabrication drawings. One set of CD containing PDF copy, MS word, Excel copy and
AutoCAD soft files of drawing generated for the project will be provided to the Employer for
record.

9. OFFICIALS NOT TO BENEFIT

The Consultant warrants that no official of the Employer has been or shall be admitted by the
Consultant to any direct or indirect benefit arising from this Contract or the award thereof. The
Consultant agrees that breach of this provision is a breach of an essential term of the Contract.

10. SUSPENSION/ TERMINATION OF WORK

The Consultant shall on the written order of the Employer suspend the progress of the Works or
any part thereof for such time or times and in such manner as the Employer may consider
necessary and shall, during such suspension, properly protect and secure the Works so far as it
is necessary in the opinion of the Employer. In no circumstances the Consultantshall suspend the
work without prior written approval of the employer.

Either party can terminate the contract if any major clause of this contract is violated or timeline is
not maintained properly. In that case intending party has to provide one month advance notice.

Employer can terminate the contract if LD reaches at its maximum limit as set forth in section
13B.

11. EMPLOYMENT OF CONSULTANT

Employer will not employ directly or indirectly any of the consultant person from the team who is
involved in the project work till the contract is live and for next six months after work is completed,
terminated.

12. CONFIDENTIALITY

Alldrawings, photographs, plans, reports, recommendations, estimates, documents and all other
data compiled by or received by the Consultant under the work order shall be the property of the
Employer, shall be treated as confidential and shall be delivered only to the duly authorized
representative of the Employer on completion of the Works; their contents shall not be made
known by the Consultant to any person other than the personnel of the Consultant performing
services under this work order without the prior written consent of the Employer.

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13. LIQUIDATED DAMAGES:
It is understood and agreed that time is the essence of the Contract. Should the Consultant fail to
complete the specified work and portions of the Work within the periods of time stipulated in the
Contract, after due allowance for any extension of time which may be granted under the
provisions set forth hereinafter, the Consultant shall pay to the Employer, Liquidated Damages for
“each” day of default or fraction thereof. Liquidated damage shall be 1% (One percent) of total
contract value for each calendar day.In no event shall the aggregate sum of liquidated damages
exceed 10% of the CONTRACT PRICE.
Contractor shall also be liable for any damages to arise because of the faulty design under the
scope mentioned herein.

14. CONFIDENTIALITY:

Except with the consent in writing of Employer, the Contractor shall not disclose technical
specification or any other proprietary information supplied while executing the Work and
subsequently.

15. FORCE MAJEURE:

A “Force Majeure Event” shall mean any unforeseeable act or event that prevents the
affected party from performing its obligations under this agreement or complying with any
conditions required by the other party under this agreement if such act or event is beyond the
reasonable control of and not the fault of the affected party and such party has been unable
to avoid such act or event by the exercise of prudent foresight and due diligence such as:

a) War and other hostilities (whether war be declared or not), invasion, mobilization,
requisition or embargo; (b) rebellion, revolution, insurrection, military or usurped power and
civil war; (c) riot, civil commotion, terrorism or public disorder except where solely restricted to
employees of Supplier or any subcontractor (d) flood, lightning, cyclone, typhoon, earthquake,
fire, explosion, shipwrecks, transportation accident or other accidents or act of God.

16. ARBITRATION:
Arbitration Rules: Any arbitration proceedings or award rendered hereunder and the validity,
effect and interpretation of this Clause shall be governed by arbitration rules of BANGLADESH
CHAMBER OF COMMERCE (BCC). Each arbitration shall be conducted in accordance with
BANGLADESH CHAMBER OF COMMERCE (BCC) Arbitration Rules as in effect on the date of this
Contract.
Number of Arbitrators: The arbitral tribunal shall consist of three arbitrators appointed one
each by Employer and Contractor and one neutral.

Place of Arbitration: The arbitration shall be conducted in Bangladesh.

17. CONTRACT EFFECTIVENESS

Contract shall be effective from 22nd August, 2015 (0 date) and shall remain valid until the
fulfillment of the obligations as per this contract and the attached time schedule.

The respective authorized representative of both Parties hereto sign the Contract.

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(Authorized Signature) (Authorized Signature)

Name :Engr.Rezwanul Kabir Name :

Title :Director Title :CEO

Date : Date :

Energypac Power Generation Ltd. Structural Design Associates

Witnesses

1.Name : 1.Name :

Address: Address:

2.Name : 2. Name :

Address : Address :