Consultancy Services Decanting

NATIONAL REFINERY LIMITED KORANGI–KARACHI BID DOCUMENT Job Reference. No. Dated Due Date / Time

1.

August 06, 2003

JOB/PROJECT DESCRIPTION

CONSULTANCY SERVICES FOR DETAILED STUDY OF DECANTING FACILITIES OUTSIDE NRL SOUTH BOUNDARY.

2.

3.

DOCUMENTS ENCLOSED

1.

Terms & Conditions For Consultancy Services.

2.

Form of Contract.

3.

Terms Of Reference.

JOB COMPLETION PERIOD:

six (06) months after issuance of work order . 4.

NOTES:

• The consultant is to fully ascertain the scope of work by visiting the site and studying the data/drawings provided by NRL. • When the quotation materializes into a contract agreement, than NRL’s standard terms and conditions of contract (enclosed herewith) will be applicable and binding.

NATIONAL REFINERY LIMITED 7-B, Korangi Industrial Zone, Korangi, Karachi.

CONSULTANCY SERVICES FOR DETAILED STUDYOF DECANTING FACILITIES OUTSIDE NRL SOUTH BOUNDARY

AUGUST, 2003

TABLE OF CONTENTS Page No. ARTICLE 1

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AGREEMENT

4

ARTICLE 2

:

THE PROJECT

4

ARTICLE 3

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SCOPE OF SERVICES

4

ARTICLE 4

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TIME SCHEDULE 4.1 Effective Data of Commencement 4.2 Time Schedule of Services 4.3 Extension of Time

4 4 4 4

ARTICLE 5

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MODE OF OPERATION 5.1 Obligations of Consultant 5.2 Obligations of Client

4 4 5

ARTICLE 6

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REMUNERATION FOR SERVICES & SCHEDULE OF PAYMENT

5

ARTICLE 7

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ADDITIONAL SERVICES

5

ARTICLE 8

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TERMINATION 8.1 End of Services 8.2 Termination by NRL 8.3 Termination by Consultant

6 6 6 6

ARTICLE 9

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FORCE MAJEURE

6

ARTICLE 10

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RESOLUTION OF DISPUTES

6

ARTICLE 11

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APPLICABLE LAWS

7

ARTICLE 12

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CONTRACT AMENDMENT

7

ARTICLE 13

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NOTICES

7

APPENDIX A APPENDIX B APPENDIX C

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8 9

APPENDIX D

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THE PROJECT & SCOPE OF SERVICES TIME SCHEDULE REMUNERATION FOR SERVICES & SCHEDULE OF PAYMENT. SPECIAL CONDITIONS

APPENDICES

10 11

AGREEMENT FOR CONSULTANCY SERVICES 1.

ARTICLE 1: AGREEMENT It is agreed that the form of Contract, together with APPENDICES A to D constitute an integral part thereof (herein referred to as the Agreement), signed between NRL and the consultant shall be the entire agreement between the parties.

2.

ARTICLE 2:

3.

ARTICLE 3: SCOPE OF SERVICES 3.1

4.

The scope of consultancy and other professional services (herein referred to as “Services”) to be performed by the Consultant for the Project under this Agreement are described in the Terms Of Reference as per attached Appendix A.

ARTICLE 4: TIME SCHEDULE 4.1 Effective Date of Commencement

4.2

Effective Date of Commencement of Services is the fourteen days beyond the date of issuance of the work order. Time Schedule of Services

The time schedule of Services is six moths from the Effective Date of Commencement of Services . 4.2 Extension of Time Extension of Time for completion of Services and the terms and conditions thereof shall be mutually agreed between NRL and the Consultant as and when required. 5.

ARTICLE 5: MODE OF OPERATION 5.1

Obligations of Consultant -

The Consultant shall perform Services as an independent consultant in accordance with recognized international standards, applicable laws and regulations.

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The Consultant shall appoint a Project Manager (professional engineer licensed by PEC) who shall represent the Consultant for purposes of this Agreement and shall be responsible for the administration of the Agreement including performance of Services there under. He shall remain in contact with the representative of NRL to keep him fully informed on all matters relating to the provision of Services by the Consultant.

5.2

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The Consultant shall carry out the services with due diligence and efficiency and in conformity with sound engineering practices.

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The Consultant shall act at all times so as to protect the interests of NRL and shall take all reasonable steps to keep all expenses to a minimum consistent with sound economic and engineering practices.

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The Consultant shall furnish NRL such information relating to the Services as NRL may from time to time reasonably request.

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Except with the prior written approval of NRL, the Consultant shall not assign or transfer the Agreement for Services or any part thereof nor engage any other independent consultant or sub-contractor to perform any part of the Services.

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The Consultant agrees that no proprietary and confidential information received by the Consultant from NRL shall be disclosed to a third party unless the Consultant receives a written permission from NRL to do so.

Obligations of NRL NRL shall provide the Consultant:

6.

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All necessary data / documents / reports that may be required by the Consultant for performing the services within the time schedule given in Appendix B.

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NRL shall designate a person named in Appendix D to act as its representative on all matters pertaining to this Agreement and to fully cooperate with the Project Manager of the Consultant.

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NRL shall take all necessary measures to make timely payments to the Consultant as stipulated in Article 6, hereof.

ARTICLE 6: REMUNERATION FOR SERVICES AND SCHEDULE OF PAYMENT The remuneration for services rendered by the Consultant and the mode of payment shall be as described hereunder: On submission of layout drawings for all infrastructure 10% On submission of detailed engineering design of pumps and other equipments 15%

7.

ARTICLE 7: ADDITIONAL SERVICES NRL may ask the Consultant to perform Additional Services during the currency of this Agreement. Such Additional Services shall be performed with the prior concurrence of both the Parities. The Consultant shall submit an estimate of the additional time (if any) and the

additional remunerations for such Additional Services, which shall be approved in writing by NRL before the commencement of the Additional Services.

8.

ARTICLE 8: TERMINATION 8.1

End of Services The Agreement shall terminate when, pursuant to the provisions hereof, the services have been completed and the payments of remunerations have been made.

8.2

Termination by NRL NRL may, be a written notice of thirty (30) days to the Consultant, terminate this Agreement. All accounts between NRL and the Consultant shall be settled not later than sixty (60) days of the date of such termination.

8.3

Termination by the Consultant The Consultant may suspend the Agreement by a written notice of thirty (30) days only if the Consultant does not receive payments due under this Agreement within thirty (30) days of submission of its invoice. If the payment is still not made to the Consultnat after thirty (30) days of notice of suspension, the Consultant may terminate this Agreement in whole or in part by giving fifteen (15) days advance notice of intent to terminate. If the Agreement is terminated by the Consultant under such circumstances, NRL shall pay, within a period of thirty (30) days of the date of such notice of intent to terminate referred above, all payments due to the Consultant.

9.

ARTICLE 9: FORCE MAJEURE The terms “Force Majeure” as employed herein shall mean acts of God, strikes, lock-out or other industrial disturbances, acts of public enemy, wars, blockades, insurrection, riots, epidemics, landslides, earthquakes, storms, lightning, floods, washouts, civil disturbances, explosions and any other similar events, not within the control of either Party and which by the exercise of due diligence neither Party is able to overcome. If either party is temporarily unable by reason of Force Majeure or the laws or regulations of Pakistan to meet any of its obligations under the Agreement, and if such Party gives to the other Party written notice, of the event within fifteen (15) days after its occurrence, such obligations of the Party, as it is unable to perform by reason of the even, shall be suspended for as long as the inability continues. Neither Party shall be liable to the other Party for loss or damage sustained by such other Party arising from any event referred to as Force Majeure or delays arising from such event. Force Majeure shall not include insufficiency of funds or failure to make any payment required under the Agreement.

10.

ARTICLE 10: RESOLUTION OF DISPUTES Any dispute of difference arising out of the Agreement which cannot be amicably settled between the Parties, shall be finally settled under the provisions of the Arbitration Act, 1940 (Act No. X of 1940) and Rules made there under as amended from time to time. The venue of arbitration shall be in Pakistan as given in Appendix D, Special Conditions.

11.

ARTICLE 11: APPLICABLE LAWS This Agreement shall, in all respects, be read and construed and shall operate in conformity with the laws of Pakistan and the courts at the location indicated in Appendix D, Special Conditions shall have exclusive jurisdiction for adjudicating and interpreting the Agreement.

12.

ARTICLE 12: CONTRACT AMENDMENT No variation in or modifications to the terms of the Agreement shall be made, except by a written amendment signed by the Parties hereto.

13.

ARTICLE 13: NOTICES Any notice given by NRL shall be sufficient only if in writing and delivered in person or through registered mail as follows: Manager Engineering, 7-B, National Refinery Limited Korangi Industrial Zone, Karachi.

14.

ARTICLE 14: FACILITIES NRL will not provide any office /meals/transport or facilities to the Consultant staff.

APPENDIX A THE PROJECT & SCOPE OF SERVICES

A-1

THE PROJECT (Refer Article 1 hereof)

A-2

SCOPE OF SERVICES (With reference to Article 2.1 give detailed scope of consultancy and other professional services to be performed by the Consultant under this Agreement including listing of deliverables such as reports, documents, drawings and number of copies thereof.)

FORM OF CONTRACT This contract is made on the _____________________ day of day ___________ 200____ Between ____________________ of _______________________ (hereinafter called “the company”) of the one part and _____________________________ of ________________________ (hereinafter called “The Consultant”) of the other part WHEREAS the Company is desirous that __________________ should be executed, viz ______________________________ and has accepted a Bid by the Consultant for undertaking the assignment. NOW THIS CONTRACT WITNESSETH as follows: 1.

In this contract words and expressions shall have the same meaning as are respectively assigned to them in the Terms & Conditions for Consultancy Services herein after referred to.

2.

The following documents shall be deemed to form and be read and construed as part of this Contract, viz: (a) (b) (c) (d) (e) (f)

The Said Bid. The Drawings. The Terms & Conditions for Consultancy Services. The Scope of Work. The Schedule of Rates and Prices (if any). The letter of Intent to award the Assignment (if issued by NRL)

3.

In consideration of the payments to be made by the company to the consultant as hereinafter mentioned the Consultant hereby covenants with the company to undertake and complete the Assignment in conformity in all respects with the provision of the Contract.

4.

The company hereby covenants to pay the Consultant in consideration for under taking the Assignment lump-sum amount of Rs. _____________ (Rupees ____________________________) at the times and in the manner prescribed by the Contract.

IN WITNESS whereof the parties herto have caused their respective Common Sales to be hereunto affixed (or have hereunto set their respective hand and seals) the day and year first above written. SIGNED, SEALED AND DELIVERED. By the said

By the said

__________________________________________ Name:_____________________________________ On behalf of the Consultant in the presence of:

__________________________________________ Name:_____________________________________ On behalf of the Consultant in the presence of: __________________________________________

Name:_____________________________________ Name:_____________________________________

Address:___________________________________ __________________________________________

Address:___________________________________ __________________________________________