NATIONAL REFINERY LIMITED

KORANGI–KARACHI

BID DOCUMENT

Job Reference. No.

Dated August 06, 2003
Due Date / Time

1. JOB/PROJECT DESCRIPTION

CONSULTANCY SERVICES FOR DETAILED STUDY OF DECANTING

FACILITIES OUTSIDE NRL SOUTH BOUNDARY.

2. DOCUMENTS ENCLOSED

1. Terms & Conditions For Consultancy Services.

2. Form of Contract.

3. Terms Of Reference.

3. 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 : AGREEMENT 4

ARTICLE 2 : THE PROJECT 4

ARTICLE 3 : SCOPE OF SERVICES 4

ARTICLE 4 : TIME SCHEDULE 4

4.1 Effective Data of Commencement 4
4.2 Time Schedule of Services 4
4.3 Extension of Time 4

ARTICLE 5 : MODE OF OPERATION 4

5.1 Obligations of Consultant 4
5.2 Obligations of Client 5

ARTICLE 6 : REMUNERATION FOR SERVICES &

SCHEDULE OF PAYMENT 5

ARTICLE 7 : ADDITIONAL SERVICES 5

ARTICLE 8 : TERMINATION 6
8.1 End of Services 6
8.2 Termination by NRL 6
8.3 Termination by Consultant 6

ARTICLE 9 : FORCE MAJEURE 6

ARTICLE 10 : RESOLUTION OF DISPUTES 6

ARTICLE 11 : APPLICABLE LAWS 7

ARTICLE 12 : CONTRACT AMENDMENT 7

ARTICLE 13 : NOTICES 7

APPENDICES

APPENDIX A : THE PROJECT & SCOPE OF SERVICES 8

APPENDIX B : TIME SCHEDULE 9
APPENDIX C : REMUNERATION FOR SERVICES &
SCHEDULE OF PAYMENT. 10
APPENDIX D : SPECIAL CONDITIONS 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 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.

4. ARTICLE 4: TIME SCHEDULE

4.1 Effective Date of Commencement

Effective Date of Commencement of Services is the fourteen days beyond the date of
issuance of the work order.
4.2 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.

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

- 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.

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

- 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.

- 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.

5.2 Obligations of NRL

NRL shall provide the Consultant:

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

- 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.

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

6. 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) The Said Bid.

(b) The Drawings.
(c) The Terms & Conditions for Consultancy Services.
(d) The Scope of Work.
(e) The Schedule of Rates and Prices (if any).
(f) 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:_____________________________________ Name:_____________________________________
On behalf of the Consultant in the presence On behalf of the Consultant in the presence
of: of:
__________________________________________

Name:_____________________________________ Name:_____________________________________
Address:___________________________________ Address:___________________________________
__________________________________________ __________________________________________