AGREEMENT BETWEEN POWER GRID COMPANY OF BANGLADESH … · POWER GRID COMPANY OF BANGLADESH LIMITED...

AGREEMENT

BETWEEN

POWER GRID COMPANY OF BANGLADESH LIMITED (PGCB)

AND

UNIVERSITY GRANTS COMMISSION (UGC) OF BANGLADESH

For

Indefeasible Right of Use of One Pair of Dark Optical Fiber of

PGCB from PGCB’s OPGW on Transmission Line

(Contract Package No. G 44)

Date: June, 2011

Contract Agreement

INDEFEASIBLE RIGHT OF USE OF ONE PAIR OF DARK OPTICAL FIBER FROM OPGW ON

COUNTRYWIDE HIGH VOLTAGE TRANSMISSION L INE OF PGCB

This CONTRACT (hereinafter called the “Contract”) is made on the 20th day of the month of June, 2011, between, on the one hand,

UNIVERSITY GRANTS COMMISSION OF BANGLADESH having its office at 29/1, Agargaon, Shere-e-Bangla Nagar, Dhaka 1207 (hereinafter referred to as UGC "") established under the Presidential Order no 10 of 1973, which expression shall mean and include its successors-in-interest, administrators, legal representatives and assignees; (each may also be referred to individually as Party or collectively as Parties); and, on the other hand

POWER GRID COMPANY OF BANGLADESH LIMITED , (hereinafter referred to as "PGCB") a company registered under the Companies Act 1994, having its office at IEB Bhaban(New), 3rd and 4th Floor, Ramna, Dhaka-1000, which expression shall mean and include its successors-in-interest, administrators, legal representatives and assignees;

WHEREAS

a) UGC is in the process of implementing a project, named as the Higher Education Quality Enhancement Project (hereinafter called the HEQEP) on behalf of the Ministry of Education (MoE), Government of Bangladesh and a major component of the HEQEP would be to establish a nationwide high bandwidth dedicated research and education network connecting all the universities, research institutions etc.(hereinafter called the BdREN)

b) Implementation of BdREN necessitates a backbone network with nationwide connectivity, and PGCB has already established a single mode Optical Fiber Cable (OFC) network, commonly known as Optical Ground Wire (OPGW), on its high voltage transmission lines for communication purposes such as voice communication, data transmission, protection of the power transmission lines, supervisory control and data acquisition (SCADA) etc;

c) U G C , from the very inception of the project, showed its interest in the possibility of using one pair dark fiber from PGCB’s nationwide OPGW network, and PGCB also showed their willingness to assist UGC in the implementation of BdREN. Based on a series of meetings at different levels conducted over the last two years, a positive understanding emerged between UGC and PGCB culminating in the signing of a Memorandum of Understanding (MoU) on March 25, 2010

d) According to the MOU PGCB will provide to UGC one pair dark fiber from its countrywide OPGW network at a non-commercial rate, as a part of its corporate social responsibility, and will be working together with UGC as partner for implementation and operation of the BdREN;

e) UGC has requested PGCB to grant the indefeasible right of use (IRU)of a dedicated pair of dark-fibers for 20 years from the OPGW to establish the BdREN, and PGCB has agreed to grant the IRU to UGC on the terms and conditions set forth in this Contract; The successful establ ishment of BDREN and i ts connect ivi ty to TIEN3 has become a nat ional prior i ty.

f) UGC has received a credit from the International Development Association (IDA) (hereinafter called the “Association”)] towards the cost of the Services and intends to apply a portion of the proceeds of this credit to eligible payments under this Contract , it being understood (i) that payments by the Association will be made only at the request of UGC and upon approval by the Association], (ii) that such payments will be subject, in all respects, to the terms and conditions of the agreement providing for the credit, and (iii) that no party other than UGC shall derive any rights from the agreement providing for the credit or have any claim to the credit proceeds;

NOW THEREFORE the parties hereto hereby agree as follows:

1. The following documents shall be deemed to form and be read and construed as part of

this Agreement, and the priority of the documents shall be as follows:

(a) This Contract Agreement and the Appendix A attached to the Contract Agreement

(b) the Special Conditions of Contract;

(c) the General Conditions of Contract; and

(d) Scope of Services, Performance Specifications and Drawings,.

2. The mutual rights and obligations of PGCB and UGC shall be as set forth in the Contract, in particular:

(a) PGCB shall carry out the Services in accordance with the provisions of the Contract; and

(b) UGC shall make payments to PGCB in accordance with the provisions of the Contract.

IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed in their respective names as of the day and year first above written.

PGCB UGC Signed by (Md. Ashraf Hossain) Company Secretary, PGCB. For and on behalf of POWER GRID COMPANY OF BANGLADESH LIMITED

Signed by (Md. Khaled ) Secretary, UGC. For and on behalf of UNIVERSITY GRANTS COMMISSION OF BANGLADESH

Witnesses (PGCB):

Witnesses (UGC):

1. (MGHT Jubery) DGM, Commercial Leasing

Power Grid Company of Bangladesh Ltd.

1. (A K M Shamsul Arefin) Deputy Secretary, Public Relations .

University Grants Commission of Bangladesh

2. (Md. Fazlul Bari)

Manager, Fiber Optic Commercial Leasing Dept. Power Grid Company of Bangladesh Ltd.

2.

(Md. Fakhrul Islamn) Deputy Secretary, Admin .

University Grants Commission of Bangladesh

Section VI. General Conditions of Contract 5

Section VI. General Conditions of Contract

A. General Provisions 1.1 Definitions Unless the context otherwise requires, the following terms whenever

used in this Contract have the following meanings:

(a) The Adjudicator is the person appointed jointly by the Employer and the Contractor to resolve disputes in the first instance, as provided for in Sub-Clause 8.2 hereunder.

(b) “Activity Schedule” is the priced and completed list of items of Services to be performed by the Service Provider forming part of his Bid;

(c) “Bank” means the International Bank for Reconstruction and Development, Washington, D.C., U.S.A.;

or

(c) “Association” means the International Development Association, Washington, D.C., U.S.A.;

(d) “Completion Date” means the date of completion of the Services by the Service Provider as certified by the Employer

(e) “Contract” means the Contract signed by the Parties, to which these General Conditions of Contract (GCC) are attached, together with all the documents listed in Clause 1 of such signed Contract;

(f) “Contract Price” means the price to be paid for the performance of the Services, in accordance with Clause 6;

(g) “Dayworks” means varied work inputs subject to payment on a time basis for the Service Provider’s employees and equipment, in addition to payments for associated materials and administration.

(h) “Employer” means the party who employs the Service Provider

(i) “Foreign Currency” means any currency other than the currency of the country of the Employer;

(j) “GCC” means these General Conditions of Contract;

(k) “Government” means the Government of the Employer’s country;

(l) “Local Currency” means the currency of the country of the Employer;

(m) “Member,” in case the Service Provider consist of a joint venture of more than one entity, means any of these entities; “Members” means all these entities, and “Member in Charge” means the entity specified in the SC to act on their behalf in exercising all the Service Provider’ rights and obligations towards the Employer under this Contract;

(n) “Party” means the Employer or the Service Provider, as the case may be, and “Parties” means both of them;

(o) “Personnel” means persons hired by the Service Provider or by any Subcontractor as employees and assigned to the


performance of the Services or any part thereof;

(p) “Service Provider” is a person or corporate body whose Bid to provide the Services has been accepted by the Employer;

(q) “Service Provider’s Bid” means the completed bidding document submitted by the Service Provider to the Employer

(r) “SCC” means the Special Conditions of Contract by which the GCC may be amended or supplemented;

(s) “Specifications” means the specifications of the service included in the bidding document submitted by the Service Provider to the Employer

(t) “Services” means the work to be performed by the Service Provider pursuant to this Contract, as described in Appendix A; and in the Specifications and Schedule of Activities included in the Service Provider’s Bid.

(u) “Subcontractor” means any entity to which the Service Provider subcontracts any part of the Services in accordance with the provisions of Sub-Clauses 3.5 and 4.

1.2 Applicable Law The Contract shall be interpreted in accordance with the laws of the Employer’s country, unless otherwise specified in the Special Conditions of Contract (SCC).

1.3 Language This Contract has been executed in the language specified in the SCC, which shall be the binding and controlling language for all matters relating to the meaning or interpretation of this Contract.

1.4 Notices Any notice, request, or consent made pursuant to this Contract shall be in writing and shall be deemed to have been made when delivered in person to an authorized representative of the Party to whom the communication is addressed, or when sent by registered mail, telex, telegram, or facsimile to such Party at the address specified in the SCC.

1.5 Location The Services shall be performed at such locations as are specified in Appendix A, in the specifications and, where the location of a particular task is not so specified, at such locations, whether in the Government’s country or elsewhere, as the Employer may approve.

1.6 Authorized Representatives

Any action required or permitted to be taken, and any document required or permitted to be executed, under this Contract by the Employer or the Service Provider may be taken or executed by the officials specified in the SCC.

1.7 Fraud and Corruption

If the Employer determines that the Service Provider and/or its Personnel, sub-contractors, sub-consultants, service providers and suppliers has engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices, in competing for or in executing the Contract, then the Employer may, after giving 14 days notice to the Service Provider, terminate the Service Provider ‘s employment under the Contract, and the provisions of Clause 2 shall apply as if such expulsion had been made under Sub-Clause 2.6.1(d).

Should any personnel of the Service Provider be determined to have engaged in corrupt, fraudulent, collusive, coercive, or obstructive


practice during the execution of the Contract, then that personnel shall be removed in accordance with Sub-Clause 4.2.

1.7.1 Definitions For the purposes of this Sub-Clause, the terms set-forth below are defined as follows:

(i) ”Corrupt practice” is the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party1;

(ii) “fraudulent practice” is any act of omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation2;

(iii) “collusive practice” is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party3;

(iv) “coercive practice” is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party4;

(v) “obstructive practice” is

(aa) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making false statements to investigators in order to materially impede a Bank investigation into allegations of a corrupt, fraudulent, coercive or collusive practice; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation; or

(bb) acts intended to materially impede the exercise of the Bank’s inspection and audit rights provided for under Clause 1.8.

1.7.2 Commissions and Fees

The Employer will require the Service Provider to disclose any commissions or fees that may have been paid or are to be paid to agents, representatives, or commission agents with respect to the selection process or execution of the contract. The information disclosed must include at least the name and address of the agent, representative, or commission agent, the amount and currency, and the purpose of the commission or fee.

1.8 Inspection and Audit by the Bank

The Service Provider shall permit, and shall cause its personnel, sub-contractors, sub-consultants, service providers and suppliers to permit, the Bank and/or persons appointed by the Bank to inspect the Service Provider’s offices and all accounts and records relating to the performance of the Contract and the submission of the bid, and to have such accounts and records audited by auditors appointed by the Bank if requested by the Bank. The Service Provider’s and its Personnel, sub-contractors, sub-consultants, services providers and suppliers attention is drawn to Clause 1.7 [Fraud and Corruption],

1 “Another Party” refers to a public official acting in relation to the selection process or contract execution. In

this context, “public official” includes World Bank and employees of other organizations taking or reviewing procurement decisions.

2 A “Party” refers to a public official; the terms “benefit” and “obligation” relate to the selection process or contract execution; and the “act or omission"

3 “Parties” refers to participants in the selection process (including public officials) attempting to establish bid prices at artificial, non competitive levels.

4 A “party” refers to a participant in the selection process or contract execution.


which provides, inter alia, that acts intended to materially impede the exercise of the Bank’s inspection and audit rights provided for under this Sub-Clause cc constitute a prohibited practice subject to contract termination (as well as to a determination of ineligibility pursuant to the Bank’s prevailing sanctions procedures)

1.9 Taxes and Duties

The Service Provider, Subcontractors, and their Personnel shall pay such taxes, duties, fees, and other impositions as may be levied under the Applicable Law, the amount of which is deemed to have been included in the Contract Price.

2. Commencement, Completion, Modification, and Termination of

Contract 2.1 Effectiveness of

Contract This Contract shall come into effect on the date the Contract is signed by both parties or such other later date as may be stated in the SCC.

2.2 Commencement of Services

2.2.1 Program Before commencement of the Services, the Service Provider shall submit to the Employer for approval a Program showing the general methods, arrangements, order and timing for all activities. The Services shall be carried out in accordance with the approved Program as updated.

2.2.2 Starting Date

The Service Provider shall start carrying out the Services thirty (30) days after the date the Contract becomes effective, or at such other date as may be specified in the SCC.

2.3 Intended Completion Date

Unless terminated earlier pursuant to Sub-Clause 2.6, the Service Provider shall complete the activities by the Intended Completion Date, as is specified in the SCC. If the Service Provider does not complete the activities by the Intended Completion Date, it shall be liable to pay liquidated damage as per Sub-Clause 3.8. In this case, the Completion Date will be the date of completion of all activities.

2.4 Modification Modification of the terms and conditions of this Contract, including any modification of the scope of the Services or of the Contract Price, may only be made by written agreement between the Parties and shall not be effective until the consent of the Bank or of the Association, as the case may be, has been obtained.

2.5 Force Majeure

2.5.1 Definition For the purposes of this Contract, “Force Majeure” means an event which is beyond the reasonable control of a Party and which makes a Party’s performance of its obligations under the Contract impossible or so impractical as to be considered impossible under the circumstances.

2.5.2 No Breach of Contract

The failure of a Party to fulfill any of its obligations under the contract shall not be considered to be a breach of, or default under, this Contract insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event (a) has taken all reasonable precautions, due care and reasonable alternative measures in order to carry out the terms and conditions of this Contract, and (b) has informed the other Party as soon as possible


about the occurrence of such an event.

2.5.3 Extension of Time

Any period within which a Party shall, pursuant to this Contract, complete any action or task, shall be extended for a period equal to the time during which such Party was unable to perform such action as a result of Force Majeure.

2.5.4 Payments During the period of their inability to perform the Services as a result of an event of Force Majeure, the Service Provider shall be entitled to continue to be paid under the terms of this Contract, as well as to be reimbursed for additional costs reasonably and necessarily incurred by them during such period for the purposes of the Services and in reactivating the Service after the end of such period.

2.6 Termination

2.6.1 By the Employer

The Employer may terminate this Contract, by not less than thirty (30) days’ written notice of termination to the Service Provider, to be given after the occurrence of any of the events specified in paragraphs (a) through (d) of this Sub-Clause 2.6.1:

(a) if the Service Provider does not remedy a failure in the performance of its obligations under the Contract, within thirty (30) days after being notified or within any further period as the Employer may have subsequently approved in writing;

(b) if the Service Provider become insolvent or bankrupt;

(c) if, as the result of Force Majeure, the Service Provider is unable to perform a material portion of the Services for a period of not less than sixty (60) days; or

(d) if the Service Provider, in the judgment of the Employer has engaged in corrupt or fraudulent practices in competing for or in executing the Contract.

For the purposes of this Sub-Clause:

(i) “corrupt practice”5 is the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party;

(ii) “fraudulent practice”6 is any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation;

(iii) “collusive practice”7 is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party;

5 For the purpose of this Contract, “another party” refers to a public official acting in relation to the

procurement process or contract execution. In this context, “public official” includes World Bank staff and employees of other organizations taking or reviewing procurement decisions.

6 For the purpose of this Contract, “party” refers to a public official; the terms “benefit” and “obligation” relate to the procurement process or contract execution; and the “act or omission” is intended to influence the procurement process or contract execution.

7 For the purpose of this Contract, “parties” refers to participants in the procurement process (including public officials) attempting to establish bid prices at artificial, non competitive levels.


(iv) “coercive practice”8 is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party;

(v) “obstructive practice” is

(aa) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making false statements to investigators in order to materially impede a Bank investigation into allegations of a corrupt, fraudulent, coercive or collusive practice; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or

(bb) acts intended to materially impede the exercise of the Bank’s inspection and audit rights provided for under para. 1.14 (e) of the Bank’s Procurement Guidelines.

2.6.2 By the Service Provider

The Service Provider may terminate this Contract, by not less than thirty (30) days’ written notice to the Employer, such notice to be given after the occurrence of any of the events specified in paragraphs (a) and (b) of this Sub-Clause 2.6.2:

(a) if the Employer fails to pay any monies due to the Service Provider pursuant to this Contract and not subject to dispute pursuant to Clause 7 within forty-five (45) days after receiving written notice from the Service Provider that such payment is overdue; or

(b) if, as the result of Force Majeure, the Service Provider is unable to perform a material portion of the Services for a period of not less than sixty (60) days.

2.6.3 Suspension of Loan or Credit

In the event that the World Bank suspends the loan or Credit to the Employer, from which part of the payments to the Service Provider are being made:

(a) The Employer is obligated to notify the Service Provider of such suspension within 7 days of having received the World Bank’s suspension notice.

(b) If the Service Provider has not received sums due to by the due date stated in the SCC in accordance with Sub-Clause 6.5 the Service Provider may immediately issue a 14 day termination notice.

2.6.4 Payment upon Termination

Upon termination of this Contract pursuant to Sub-Clauses 2.6.1 or 2.6.2, the Employer shall make the following payments to the Service Provider:

(a) remuneration pursuant to Clause 6 for Services satisfactorily performed prior to the effective date of termination;

(b) except in the case of termination pursuant to paragraphs (a), (b), (d) of Sub-Clause 2.6.1, reimbursement of any reasonable

8 For the purpose of this Contract, “party” refers to a participant in the procurement process or contract

execution.


cost incident to the prompt and orderly termination of the Contract, including the cost of the return travel of the Personnel.

3. Obligations of the Service Provider

3.1 General The Service Provider shall perform the Services in accordance with

the Specifications and the Activity Schedule, and carry out its obligations with all due diligence, efficiency, and economy, in accordance with generally accepted professional techniques and practices, and shall observe sound management practices, and employ appropriate advanced technology and safe methods. The Service Provider shall always act, in respect of any matter relating to this Contract or to the Services, as faithful adviser to the Employer, and shall at all times support and safeguard the Employer’s legitimate interests in any dealings with Subcontractors or third parties.

3.2 Conflict of Interests

3.2.1 Service Provider Not to Benefit from Commissions and Discounts.

The remuneration of the Service Provider pursuant to Clause 6 shall constitute the Service Provider’s sole remuneration in connection with this Contract or the Services, and the Service Provider shall not accept for their own benefit any trade commission, discount, or similar payment in connection with activities pursuant to this Contract or to the Services or in the discharge of their obligations under the Contract, and the Service Provider shall use their best efforts to ensure that the Personnel, any Subcontractors, and agents of either of them similarly shall not receive any such additional remuneration.

3.2.2 Service Provider and Affiliates Not to be Otherwise Interested in Project

The Service Provider agree that, during the term of this Contract and after its termination, the Service Provider and its affiliates, as well as any Subcontractor and any of its affiliates, shall be disqualified from providing goods, works, or Services (other than the Services and any continuation thereof) for any project resulting from or closely related to the Services.

3.2.3 Prohibition of Conflicting Activities

Neither the Service Provider nor its Subcontractors nor the Personnel shall engage, either directly or indirectly, in any of the following activities:

(a) during the term of this Contract, any business or professional activities in the Government’s country which would conflict with the activities assigned to them under this Contract;

(b) during the term of this Contract, neither the Service Provider nor their Subcontractors shall hire public employees in active duty or on any type of leave, to perform any activity under this Contract;

(c) after the termination of this Contract, such other activities as may be specified in the SCC.

3.3 Confidentiality The Service Provider, its Subcontractors, and the Personnel of either of them shall not, either during the term or within two (2) years after the expiration of this Contract, disclose any proprietary or confidential information relating to the Project, the Services, this


Contract, or the Employer’s business or operations without the prior written consent of the Employer.

3.4 Insurance to be Taken Out by the Service Provider

The Service Provider (a) shall take out and maintain, and shall cause any Subcontractors to take out and maintain, at its (or the Subcontractors’, as the case may be) own cost but on terms and conditions approved by the Employer, insurance against the risks, and for the coverage, as shall be specified in the SCC; and (b) at the Employer’s request, shall provide evidence to the Employer showing that such insurance has been taken out and maintained and that the current premiums have been paid.

3.5 Service Provider’s Actions Requiring Employer’s Prior Approval

The Service Provider shall obtain the Employer’s prior approval in writing before taking any of the following actions:

(a) entering into a subcontract for the performance of any part of the Services,

(b) appointing such members of the Personnel not listed by name in Appendix C (“Key Personnel and Subcontractors”),

(c) changing the Program of activities; and

(d) any other action that may be specified in the SCC.

3.6 Reporting Obligations

The Service Provider shall submit to the Employer the reports and documents specified in Appendix B in the form, in the numbers, and within the periods set forth in the said Appendix.

3.7 Documents Prepared by the Service Provider to Be the Property of the Employer

All plans, drawings, specifications, designs, reports, and other documents and software submitted by the Service Provider in accordance with Sub-Clause 3.6 shall become and remain the property of the Employer, and the Service Provider shall, not later than upon termination or expiration of this Contract, deliver all such documents and software to the Employer, together with a detailed inventory thereof. The Service Provider may retain a copy of such documents and software. Restrictions about the future use of these documents, if any, shall be specified in the SCC.

3.8 Liquidated Damages

3.8.1 Payments of Liquidated Damages

The Service Provider shall pay liquidated damages to the Employer at the rate per day stated in the SCC for each day that the Completion Date is later than the Intended Completion Date. The total amount of liquidated damages shall not exceed the amount defined in the SCC. The Employer may deduct liquidated damages from payments due to the Service Provider. Payment of liquidated damages shall not affect the Service Provider’s liabilities.

3.8.2 Correction for Over-payment

If the Intended Completion Date is extended after liquidated damages have been paid, the Employer shall correct any overpayment of liquidated damages by the Service Provider by adjusting the next payment certificate. The Service Provider shall be paid interest on the overpayment, calculated from the date of payment to the date of repayment, at the rates specified in Sub-Clause 6.5.

3.8.3 Lack of performance penalty

If the Service Provider has not corrected a Defect within the time specified in the Employer’s notice, a penalty for Lack of performance will be paid by the Service Provider. The amount to be paid will be calculated as a percentage of the cost of having the


Defect corrected, assessed as described in Sub-Clause 7.2 and specified in the SCC.

3.9 Performance Security

The Service Provider shall provide the Performance Security to the Employer no later than the date specified in the Letter of acceptance. The Performance Security shall be issued in an amount and form and by a bank or surety acceptable to the Employer, and denominated in the types and proportions of the currencies in which the Contract Price is payable. The performance Security shall be valid until a date 28 days from the Completion Date of the Contract in case of a bank guarantee, and until one year from the Completion Date of the Contract in the case of a Performance Bond.

4. Service Provider’s Personnel

4.1 Description of

Personnel The titles, agreed job descriptions, minimum qualifications, and estimated periods of engagement in the carrying out of the Services of the Service Provider’s Key Personnel are described in Appendix C. The Key Personnel and Subcontractors listed by title as well as by name in Appendix C are hereby approved by the Employer.

4.2 Removal and/or Replacement of Personnel

(a) Except as the Employer may otherwise agree, no changes shall be made in the Key Personnel. If, for any reason beyond the reasonable control of the Service Provider, it becomes necessary to replace any of the Key Personnel, the Service Provider shall provide as a replacement a person of equivalent or better qualifications.

(b) If the Employer finds that any of the Personnel have (i) committed serious misconduct or have been charged with having committed a criminal action, or (ii) have reasonable cause to be dissatisfied with the performance of any of the Personnel, then the Service Provider shall, at the Employer’s written request specifying the grounds thereof, provide as a replacement a person with qualifications and experience acceptable to the Employer.

(c) The Service Provider shall have no claim for additional costs arising out of or incidental to any removal and/or replacement of Personnel.

5. Obligations of the Employer 5.1 Assistance and

Exemptions The Employer shall use its best efforts to ensure that the Government shall provide the Service Provider such assistance and exemptions as specified in the SCC.

5.2 Change in the Applicable Law

If, after the date of this Contract, there is any change in the Applicable Law with respect to taxes and duties which increases or decreases the cost of the Services rendered by the Service Provider, then the remuneration and reimbursable expenses otherwise payable to the Service Provider under this Contract shall be increased or decreased accordingly by agreement between the Parties, and corresponding adjustments shall be made to the amounts referred to in Sub-Clauses 6.2 (a) or (b), as the case may be.

5.3 Services and Facilities

The Employer shall make available to the Service Provider the Services and Facilities listed under Appendix F.


6. Payments to the Service Provider 6.1 Lump-Sum

Remuneration The Service Provider’s remuneration shall not exceed the Contract Price and shall be a fixed lump-sum including all Subcontractors’ costs, and all other costs incurred by the Service Provider in carrying out the Services described in Appendix A. Except as provided in Sub-Clause 5.2, the Contract Price may only be increased above the amounts stated in Sub-Clause 6.2 if the Parties have agreed to additional payments in accordance with Sub-Clauses 2.4 and 6.3.

6.2 Contract Price (a) The price payable in local currency is set forth in the SCC.

(b) The price payable in foreign currency is set forth in the SCC.

6.3 Payment for Additional Services, and Performance Incentive Compensation

6.3.1 For the purpose of determining the remuneration due for additional Services as may be agreed under Sub-Clause 2.4, a breakdown of the lump-sum price is provided in Appendices D and E.

6.3.2 If the SCC so specify, the service provider shall be paid performance incentive compensation as set out in the Performance Incentive Compensation appendix.

6.4 Terms and Conditions of Payment

Payments will be made to the Service Provider according to the payment schedule stated in the SCC. Unless otherwise stated in the SCC, the advance payment (Advance for Mobilization, Materials and Supplies) shall be made against the provision by the Service Provider of a bank guarantee for the same amount, and shall be valid for the period stated in the SCC. Any other payment shall be made after the conditions listed in the SCC for such payment have been met, and the Service Provider have submitted an invoice to the Employer specifying the amount due.

6.5 Interest on Delayed Payments

If the Employer has delayed payments beyond fifteen (15) days after the due date stated in the SCC, interest shall be paid to the Service Provider for each day of delay at the rate stated in the SCC.

6.6 Price Adjustment

6.6.1 Prices shall be adjusted for fluctuations in the cost of inputs only if provided for in the SCC. If so provided, the amounts certified in each payment certificate, after deducting for Advance Payment, shall be adjusted by applying the respective price adjustment factor to the payment amounts due in each currency. A separate formula of the type indicated below applies to each Contract currency:

Pc = Ac + Bc Lmc/Loc + Cc Imc/Ioc

Where:

Pc is the adjustment factor for the portion of the Contract Price payable in a specific currency “c”.

Ac , Bc and Cc are coefficients specified in the SCC, representing: Ac the nonadjustable portion; Bc the adjustable portion relative to labor costs and Cc the adjustable portion for other inputs, of the Contract Price payable in that specific currency “c”; and

Lmc is the index prevailing at the first day of the month of the corresponding invoice date and Loc is the index prevailing 28 days before Bid opening for labor; both in the specific currency “c”.

Imc is the index prevailing at the first day of the month of the


corresponding invoice date and Ioc is the index prevailing 28 days before Bid opening for other inputs payable; both in the specific currency “c”.

If a price adjustment factor is applied to payments made in a currency other than the currency of the source of the index for a particular indexed input, a correction factor Zo/Zn will be applied to the respective component factor of pn for the formula of the relevant currency. Zo is the number of units of currency of the country of the index, equivalent to one unit of the currency payment on the date of the base index, and Zn is the corresponding number of such currency units on the date of the current index.

6.6.2 If the value of the index is changed after it has been used in a calculation, the calculation shall be corrected and an adjustment made in the next payment certificate. The index value shall be deemed to take account of all changes in cost due to fluctuations in costs.

6.7 Day works 6.7.1 If applicable, the Day work rates in the Service Provider’s Bid shall be used for small additional amounts of Services only when the Employer has given written instructions in advance for additional services to be paid in that way.

6.7.2 All work to be paid for as Day works shall be recorded by the Service Provider on forms approved by the Employer. Each completed form shall be verified and signed by the Employer representative as indicated in Sub-Clause 1.6 within two days of the Services being performed.

6.7.3 The Service Provider shall be paid for Day works subject to obtaining signed Day works forms as indicated in Sub-Clause 6.7.2

7. Quality Control

7.1 Identifying

Defects The principle and modalities of Inspection of the Services by the Employer shall be as indicated in the SCC. The Employer shall check the Service Provider’s performance and notify him of any Defects that are found. Such checking shall not affect the Service Provider’s responsibilities. The Employer may instruct the Service Provider to search for a Defect and to uncover and test any service that the Employer considers may have a Defect. Defect Liability Period is as defined in the SCC.

7.2 Correction of Defects, and Lack of Performance Penalty

(a) The Employer shall give notice to the Service Provider of any Defects before the end of the Contract. The Defects liability period shall be extended for as long as Defects remain to be corrected.

(b) Every time notice of a Defect is given, the Service Provider shall correct the notified Defect within the length of time specified by the Employer’s notice.

(c) If the Service Provider has not corrected a Defect within the time specified in the Employer’s notice, the Employer will assess the cost of having the Defect corrected, the Service Provider will pay this amount, and a Penalty for Lack of Performance calculated as described in Sub-Clause 3.8.


8. Settlement of Disputes

8.1 Amicable

Settlement The Parties shall use their best efforts to settle amicably all disputes arising out of or in connection with this Contract or its interpretation.


8.2 Dispute

Settlement 8.2.1 If any dispute arises between the Employer and the Service

Provider in connection with, or arising out of, the Contract or the provision of the Services, whether during carrying out the Services or after their completion, the matter shall be referred to the Adjudicator within 14 days of the notification of disagreement of one party to the other.

8.2.2 The Adjudicator shall give a decision in writing within 28 days of receipt of a notification of a dispute.

8.2.3 The Adjudicator shall be paid by the hour at the rate specified in the BDS and SCC, together with reimbursable expenses of the types specified in the SCC, and the cost shall be divided equally between the Employer and the Service Provider, whatever decision is reached by the Adjudicator. Either party may refer a decision of the Adjudicator to an Arbitrator within 28 days of the Adjudicator’s written decision. If neither party refers the dispute to arbitration within the above 28 days, the Adjudicator’s decision will be final and binding.

8.2.4 The arbitration shall be conducted in accordance with the arbitration procedure published by the institution named and in the place shown in the SCC.

8.2.5 Should the Adjudicator resign or die, or should the Employer and the Service Provider agree that the Adjudicator is not functioning in accordance with the provisions of the Contract, a new Adjudicator will be jointly appointed by the Employer and the Service Provider. In case of disagreement between the Employer and the Service Provider, within 30 days, the Adjudicator shall be designated by the Appointing Authority designated in the SCC at the request of either party, within 14 days of receipt of such request.

Section VII. Special Conditions of Contract 18

Section VII. Special Conditions of Contract Number of GCC Clause

Amendments of, and Supplements to, Clauses in the General Conditions of Contract

1.1(h) The term “Employer” is amended to “UGC”

1.1 (p) The term “Service Provider” is amended to “PGCB”

1 The following definitions are added:

(v) “Abandon ” means the voluntary cessation, disconnection or withdrawal from the Project or UGC’s System, or withdrawal of all, or substantially all Project personnel or voluntary cessation or withdrawal from operation of the IRU and withdrawal of all, or substantially all personal by UGC for operation and management of UGC's System.

(w) "Agreement " or “IRU Agreement ” means this Contract as defined in GCC 1.1 (e).

(x) "Allowed Maintenance Time " means the time allowed in a year for scheduled and unscheduled maintenance of PGCB’s System (as described in Schedule B), which shall not exceed 2% (two percent) time in a year.

(y) “Annual Maintenance Charge” means the payment to be made by UGC to PGCB quarterly which is defined in Clause 4 of Appendix A.

(z) “Availability of IRU Assets ” or “Availability ” means time in each year of the IRU Term, on a non-cumulative basis, for which PGCB is obliged to keep PGCB’s System available in full without interruption, for use by UGC.

(aa) "Bandwidth " means the information carrying capacity of telecom signal, measured in DS0, E1, E3, STM1, STM4, etc., which can be used independently.

(ab) “BdREN ” means Bangladesh Research and Education Network, a non-profit entity to build, operate and maintain a countrywide national Research and Education Network (REN).

(ac) “BDT” means Bangladesh Taka.

(ad) “BTRC” or “Regulator ” means the Bangladesh Telecommunication Regulatory Commission, or any of its successors, having the power to regulate the businesses of PGCB, UGC and the telecommunication sector.

(ae) "Communication Room ” means the building space at a PGCB Station where Common Use Equipment is located.

(af) "Common Use Equipment " or “CUE” is the equipment located at PGCB Communication Room through which each pair of the OFC is separated (at ODF) from the other pairs of the OFC.

(ag) "Consent" means all approvals, permissions, licenses, authorization, certificates, permits, registrations, notification or


Number of GCC Clause


acknowledgment etc, in accordance with the laws, rules, regulations, decrees, or any other executive orders of’ the government, to be provided by the concerned authority of the government to either UGC or PGCB with respect to the Project or its operation.

(ah) "CTB" means Cable Termination Box, used for terminating OFC

(ai) “CWDM” means Coarse Wavelength Division Multiplexed transmission.

(aj) “Dark Fiber ” or “Fiber ” means fiber optic cable and the fibers contained therein provided without electronics or optronics, and which are not “lit” or activated.

(ak) "DDF" means Digital Distribution Frame.

(al) "DSO" means a single timeslot on a E1 digital interface that is, a 64-kbps, synchronous, full-duplex data channel, typically used for a single voice connection and follows ITU-T and ETSI standards.

(am) “DWDM” means Dense Wavelength Division Multiplexed transmission.

(an) "E1" means a basic Tributary or Bandwidth unit comprising 30 numbers of voice/data Channels and 2 channels for signaling and synchronization or a single data channel with bit rate of 2048 kbps (or 2.048 Mbps) and follows ITU-T and ETSI standards.

(ao) Ethernet ” means frame-based computer networking protocol that controls the way data is transmitted over a Local Area Network (LAN). It defines a number of wiring and signaling standards for the Physical Layer of the OSI networking model as well as a common addressing format and Media Access Control (MAC) at the Data Link Layer. It follows the IEEE 802.3 standards.

(ap) “Equipment ” means all electrical and electronic equipment subject to this IRU that serves to light the network, any equipment and accessories used to support service to UGC’s users, including fiber interfaces, servers to manage the network, distribution facilities, and any related items, such as, power equipment, power back up, air conditioning system used for smooth operation ofthe network by UGC or by PGCB.

(aq) “Force Majeure ” means an event as defined in GCC/SCC Clause 2.5.

(ar) “Fiber Drop Points " means ODF at PGCB stations and Intermediate Terminals throughout the country, where PGCB's System shall be connected with UGC's System.

(as) "Government " means the Government of the People's Republic of Bangladesh.

(at) “IEEE” means the Institute of Electrical and Electronics Engineers, Inc

(au) “Intermediate Terminals ” means the points in the OFC along




the OPGW of PGCB between two substations or any other locations in the IRU Assets as agreed between the Parties.

(av) “ITU” means International Telecommunication Union or any successor thereof.

(aw) “km-hr ” means one kilometer length of live or dead fiber for duration of one hour.

(ax) "IRU Assets ” or “the OFC Pair on IRU from PGCB ” means one pair of dark optical fiber in the countrywide OFC network along the OPGW of the power transmission line of PGCB.

(ay) “IRU” means providing the exclusive, unrestricted and indefeasible right granted by PGCB to UGC to use the IRU Assets for construction and operation of BdREN backbone network purposes in consideration of obligation of UGC as stipulated in this IRU Agreement. The granting of such IRU does not convey title or legal ownership of IRU Assets by UGC.

(az) "IRU Term " means the period of 20 (twenty) years, starting from the effective date of the Agreement.

(ba) "UGC" means University Grants Commission of Bangladesh located at 29/1, Agargaon, Sher-e-Bangla Nagar, Dhaka 1207, established under the Presidential Order no 10 of 1973. UGC, in this agreement, shall also mean the entity to whom the responsibility of operation, management and maintenance of BdREN, as well as execution of the IRU contract shall be handed over / transferred by UGC.

(bb) “UGC’s Event of Default ” means the events as defined in Clause 4.1.of the Annex to SCC.

(bc) “UGC’s System ” means those parts of the Network, which are owned and maintained by UGC and connected, either physically or logically, with PGCB’s System for transmitting Telecom Traffic through the IRU Assets.

(bd) ""PGCB" means Power Grid Company of’ Bangladesh Limited, a company limited by shares incorporated under The Companies Act, 1994, by the Registrar of Joint Stock Companies on 21 November 1996.

(be) "PGCB's Event of Default " means the events as defined in Annex to SCC Clause Additional 4.2.

(bf) "PGCB's System " means IRU Assets and all the CUEs Provided in Schedule A.

(bg) "License 1 ” or “L1” means the license issued by BTRC to PGCB (license no. BTRC/LL/ PGCB/OP. fiber (181)/ 2004.1760 dated. 30-10-2005), for allowing others to use its optical fiber network in Bangladesh for telecommunication purposes.

(bh) "License 2 " or "L2" means the license issued by BTRC to UGC (License no. BTRC/LL//ISP-Nationwide (135) UGCB/2010-127




dated 25-07-2010) .

(bi) "MUX" means multiplexing equipment, located at UGC’s or PGCB’s Premises, for combining and separating two or more signals.

(bj) "Network " comprises the IRU Assets and all other equipment and segments, including those installed and maintained by UGC, which are logically and physically connected with the IRU Assets for transmission and processing of Telecom Traffic and distribution of Bandwidth, ending in Tributaries.

(bk) “Network Operations Center ” or “NOC” means the installations to be operated and maintained from one or more locations by UGC for the following purposes:

1) Performance management: To quantify, measure, report, analyze and control the performance of different network components of PGCB’s and UGC’s systems

2) Fault management: To log, detect and respond to fault conditions in PGCB’s and UGC’s networks systems

3) Configuration management: To allow UGC’s network engineers to track which devices are on the managed network, and to track the hardware and software configurations of these devices.

4) Accounting management: To allow UGC’s network engineers to specify, log, and control user and device access to UGC’s network resources.

5) Security management: To control access to UGC’s network resources according to some well-defined security policy of UGC.

(bl) "Network Commissioning Test ” means the test of the Network (covering all Fiber Drop Points) that includes, but not limited to, standard performance test of OFC and compatibility between PGCB’s and UGC’s System and the test of Remote Supervision Terminal.

(bm) "Notice " means the written communication as provided in GCC/SCC Clause 1.4.

(bn) "FSM/ODF" means Optical Distribution Frame from where optical fibers are terminated and connected with UGC’s System.

(bo) "OFC" means the Optical Fiber Cable, carrying more than one pair of optical fibers, used for transmitting telecom/ traffic.

(bp) "One-Time Payment" means non-refundable payment paid by UGC to PGCB as described in Clause 2 of Appendix A.

(bq) "OPGW” means the overhead optical ground wire used for earthing purposes, carrying OFC in it along PGCB’s overhead power transmission lines, starting and ending at Fiber Drop Points.




(br) "OPGW-CTB” means an outdoor OFC termination box where the OPGW is terminated.

(bs) “OSI” means the Open Systems Interconnection.

(bt) "Pair" is a split of the OPGW which is physically separated from another pair and which is capable of transmitting two-way telecom signals, being independent from other pairs.

(bu) "Party" or "Parties " means any party or jointly the parties to the Agreement, which is PGCB or UGC

(bv) “Person ” means any legal person or entity including any person, company, corporation, firm, partnership, joint venture, association, trust, unincorporated organization or any government entity and shall include its successors, permitted assignees and permitted transferees in accordance with their respective interests.

(bw) “Point of Presence ” or “PoP” means a place of UGC’s network system where network services are available to UGC’s users.

(bx) "Remote Supervision Terminal ” means a parallel terminal equipment of the NOC for monitoring purposes only, located at PGCB’s premises.

(by) “Research and Education Network ” or “REN” means a special kind of computer network which is designed to fulfill data communications, network-based applications and e-services requirements of the research and education community of a country.

(bz) "SDH" means Synchronous Digital Hierarchy.

(ca) "STM1" means a basic unit of electrical or optical signaling at a bit rate of 155 Mbps which is an aggregate of 63 numbers of El and follows ITU-T and ETSI standards.

(cb) "STM4" means a unit of optical signal at a bit rate of 622 Mbps which is an aggregate of 4 numbers of STM1 signals and follows ITU-T and ETSI standards.

(cc) “STM16” means a unit of optical signal at a bit rate of 2.5 Gbps which is an aggregate of 16 numbers of STM1 or 4 numbers of STM4 signals and follows ITU-T and ETSI standards.

(cd) “STM64 ” means a unit of optical signal at a bit rate of 10 Gbps which is an aggregate of 64 numbers of STM1 or 16 numbers of STM4 signals or 4 numbers of STM16 and follows ITU-T and ETSI standards.

(ce) "Telecom Traffic” means any speech, sound, sign, signal, writing, visual image, data or any other intellectual expressions which are transmitted and received by using electricity, electromagnetic/ electrochemical/ electro-mechanical energy or light.

(cf) “Total Bandwidth Capacity " is the capacity of MUX installed by




UGC’s System, with additional installations, if any, logically or physically connected with the IRU Assets.

(cg) "Tributary " means a Part or segment of the aggregate MUX at the level of E1, STM1, STM4, STM16 etc.

1.1 The words “in the Government’s country” are amended to read “in Peoples Republic of Bangladesh”

1.1(a) The Adjudicator is Professor Dr Jamilur Reza Choudhury Former Professor, Bangladesh University of Engineering & Technology and Ex-Vice Chancellor, BRAC University.

1.1(e) The contract name is: Indefeasible Right of Use of One Pair of Dark Optical Fiber of PGCB from PGCB’s OPGW on Transmiss ion Line

1.1(h) The Employer (UGC) is: University Grants Commission Of Bangladesh (UGC)

1.1(m) This definition is not applicable.

1.1(p) The Service Provider is Power Grid Company of Bangladesh (PGCB)

1.2 This clause is amended as follows: This IRU Agreement shall be governed by and shall be construed in accordance with the Laws of Bangladesh.

1.3 The language is English

1.4 This clause is amended as follows:

NOTICE

Every notice, request, demand or other communication (hereinafter referred to as “Notice”) under this IRU agreement

(a) shall be in writing delivered by facsimile transmission/E-mail with attachment and shall be confirmed by a phone call; the same document will be sent through courier/messenger;

(b) shall be effective when the facsimile transmission / E-mail is actually received by the recipient;

(c) shall be deemed, in case of Facsimile transmission, to have been received on dispatch if it is received in sufficiently legible form based on later confirmation of the recipient If Facsimile transmission is received in a non-business day, it shall be deemed to have been received on, the next business day.

The Notices shall be sent at the following addresses or to such other address or facsimile number as is notified by one Party to the other under this IRU agreement

For UGC

Project Director, Higher Education Quality Enhancement Project,

University Grants Commission,

Dhaka Trade Center (8th Floor),

99 Kazi Nazrul Islam Avenue, Dhaka 1215.

Phone : 880-2-8189020




Fax: 880-28189022

Email: [email protected]

For PGCB

Deputy General Manager Optical Fiber Commercial Leasing (OFCL), Power Grid Company of Bangladesh Limited, Bidyut Bhaban (9th floor), 1, Abdul Gani Road,Dhaka, Bangladesh. Tel. (Office):+880-2-7117804 Mobile: +880-1713065387 Fax: +880 – 2 - 7117804 e-mail:[email protected] / [email protected]

1.5 “Appendix A” is replaced by Schedule C of Section VIII

1.6 The Authorized Representatives are:

For the Employer (UGC): Project Director, Higher Education Quality Enhancement Project. (HEQEP)

For the Service Provider (PGCB): Deputy General Manager Optical Fiber Commercial Leasing (OFCL), PGCB.

2.1 The date on which this Contract shall come into effect is the date of signing of this Contract.

2.2.2 The Starting Date for the commencement of Services is the date the One-time payment is paid to PGCB by UGC. .

2.3 The clause is replaced as follows:

PGCB shall make available the IRU Assets to UGC and UGC shall take the IRU Assets on IRU, subject to the terms and conditions of this IRU, from the effective date of this Agreement for a period of twenty (20) years. Annual Maintenance Charge (AMC) of the first 3 (three) years will be financed by International Development Association and AMC of the remaining period shall be borne by UGC/BdREN.

2.4 GCC 2.4 is applicable till the closure of the Higher Education Quality Enhancement Project (HEQEP)

After the closure of HEQEP, GCC 2.4 will be amended with the following text:

REVIEW OF THE AGREEMENT

Without prejudicing the rights and obligations of PGCB and UGC either Party may request the other to review and make appropriate amendments to the terms and conditions of the Agreement.

The Party, seeking to make any review and amendment to the Agreement, shall give the other party a notice for 30 (thirty) days to commence negotiation.

If the Parties have not been able to reach any agreement, with respect to the proposal of the Party seeking review of the Agreement within 60 (sixty) days after commencing negotiation, it shall be deemed that the Parties have not been able to review the Agreement. In such case the IRU will be guided by the Agreement for the remainder of the terms or until it is reviewed in future.

The Parties shall continue to have their respective rights and obligations




during review of the Agreements and the present Agreement shall remain in full force and operation during the review.

If the Parties agree to amend the Agreement after review by them, the amendments shall be evidenced in writing.

The Parties shall stipulate expressly a date for effectiveness of the amended terms and conditions of the Agreement without giving it any retrospective effect.

On amendment of the Agreement, UGC shall notify any other third party with whom UGC has any contractual relation and who may be affected or effected by the amendment of the Agreement and shall exempt PGCB for any liability to any such third parties arising from the amendment of the Agreement.

Both PGCB and UGC shall obtain all necessary consents and approvals for such amendment of the Agreement.

RENEWAL

PGCB and UGC may by mutual agreement renew this IRU Agreement, beyond the IRU Term, with or without amendments, subject to the validity of L1 and L2.

The renewal clause, however, does not bind any of the parties in any manner to agree on a renewal proposal and such renewal shall not be claimed as a matter of right or obligation.

2.5.1 The following paragraphs are added to GCC clause 2.5.1:

(a) A Force Majeure includes each of the following events and circumstances but only to the extent that each satisfies the requirements of Clause 2.5.1 (a) above:

(i) acts of God, uncontrollable events (lightning, fire, earthquake, landslide, flood, storm, cyclone, or tornado etc.), explosion;

(ii)any act of war or armed conflict, blockade, embargo or hartal;

(iii)strikes materially and adversely affecting the business of the Parties; or

(iv) any event or circumstance of a nature analogous to any of the foregoing.

(b) A Force Majeure does not include the following events, causes or conditions:

(i) normal wear and tear or random flaws in materials, machinery or equipment, and/or any outage or breakdown of machinery or equipment;

(ii) any strike go slow, non-cooperation movement, stoppage or restraint of labour lockout or other labour dispute which are restricted solely to the employees of a particular Party.

2.5.2 The following paragraphs are added at the end of the GCC clause:

NOTIFICATION OF FORCE MAJEURE

In the event of the occurrence of a Force Majeure Event, the affected Party shall:

(a) give the other Party as soon as practicable, but no later than forty-eight (48) hours after the occurrence of the event, a written Notice describing in reasonable detail the reasons for non-compliance of obligations, and the likely duration that such occurrence will affect such Party;

(b) continue to furnish weekly reports describing the impact on its




performance and on its best efforts to overcome the effect of such Force Majeure; and

(c) resume performance of its obligations under this Agreement as soon as it overcomes the effect of the Force Majeure and promptly give the other Party a written Notice of the resumption of performance of’ its obligations.

Failure by the affected Party to comply with clause 2.5.2 (a) of SCC shall result in the loss of its right to rely upon (or to continue to rely upon) a Force Majeure

2.5.3 This clause is replaced as follows:

IMPLICATIONS OF FORCE MAJEURE

During the period of occurrence of one or more events of Force Majeure:

(a) neither party shall be responsible or liable for complying with its obligations or deemed to be in default or in breach of this Agreement;

(b) a Party affected by Force Majeure shall be temporarily relieved from its obligations to perform under this Agreement, but only to the extent of such inability to perform, and

(c) the obligations of a Party not affected by a Force Majeure shall continue unabated;

(d) The IRU Term shall be extended by adding period of Force Majeure over the original IRU Term in case it occurs after Network Commissioning Test and more than 50% (fifty percent) length of IRU Assets is physically interrupted, at a time, due to Force Majeure;

(e) In case the Force Majeure occurs before Network Commissioning Test, the time for Network Commissioning Test shall be extended up to the period of delay caused by such Force Majeure.

2.5.4 The following part of the GCC clause is deleted: “as well as to be reimbursed for additional costs reasonably and necessarily incurred by them during such period for the purposes of the Services and in reactivating the Service after the end of such period”.

New Clause 2.5.5

The following clause is added:

OBLIGATION TO REBUILD AND MITIGATE

If this Contract is not terminated pursuant to GCC / SCC clauses 2.6.1 and 2.6.2 and an event of Force Majeure causes damage to PGCB’s System or UGC’s System, the Parties shall be liable to rebuild the damaged portion of their respective systems and put the systems back in order as it was operating before such Force Majeure.

The Parties agree to use all reasonable endeavors to mitigate the effects of any Force Majeure.

2.6.1 In sub paragraph ( c ) 60 (sixty) days is replaced by 180 (One eighty) days.

2.6.2 The GCC 2.6.2 is replaced as follows: following clauses are added:

Termination

This agreement may be terminated in accordance with the provisions laid down in this clause by way of:

a) Willful Termination

b) Termination due to cancellation of LI or L2

c) Termination upon expiry of the IRU Term




WILLFUL TERMINATION

Both parties may mutually agree to terminate the Agreement with 3 (three) months advance notice. All the relevant payments should he cleared for 3 (three) months before termination can be taken into effect.

TERMINATION DUE TO CANCELLATION OF L1 OR L2

Cancellation of LI

Upon cancellation of the LI by BTRC, the IRU Agreement shall be deemed to have been suspended until the license is revived or renewed without any financial or other obligation on part of PGCB to UGC or any third party.

As soon as PGCB receives any notice of cancellation of L1, it shall forthwith inform UGC.

Cancellation of L2

Upon cancellation of L2 by BTRC, the Agreement shall he deemed to have been suspended until the license is revived or renewed between the Parties.

Subject to the provisions of GCC/SCC Clause 5.2 UGC may transfer or assign any of its rights or obligations to any other Person.

The Parties shall be obliged to fulfill their obligations provided in Clause GCC 2.6.4upon such termination. As soon as UGC receives any notice of cancellation of L2, it shall forthwith inform PGCB.

TERMINATION UPON EXPIRY OF THE TERM

Upon expiration of the IRU Term, the Agreement shall be automatically terminated unless renewed by the Parties earlier without prejudice to any rights or claims of the Parties to each other under this Agreement for maintenance charge to be forgone or any other cost.

3.2.3 Following text will be added after subsection (b) replacing existing subsection

( c ).

( c) Activities prohibited during this Contract are:

(i) Assignment or transfer by PGCB

1. PGCB shall not assign or transfer any of its powers or obligations under this IRU Agreement to a third Person without consent of UGC.

2. PGCB, however, can sub-contract or outsource some activities for performing obligation under the Agreement, and in such case, the relevant obligation shall still remain with PGCB.

3. If due to Government’s decision, PGCB as a company is restructured or PGCB’s all other assets and liabilities are transferred including the IRU Assets to a new entity, the Agreement shall be deemed to be automatically novated with the new entity.

(ii) Obligation to inform on litigation

PGCB and UGC each undertake to inform the other Party in writing of any litigation, which may arise during the continuance of the IRU Term with respect to the IRU Assets.

3.3 The following text is added to GCC 3.3




CONFIDENTIALITY

(a)PGCB and UGC hereby agree that if either party provides (or, prior to the execution hereof, has provided) confidential or proprietary information to the other Party (“Proprietary Information"), such Proprietary Information shall be held in confidence, and the receiving Party shall afford such Proprietary Information the same care and protection as it affords generally to its own confidential and proprietary information (which in any case shall be not less than reasonable care) in order to avoid disclosure to or unauthorized use, by any third Person.

(b)Parties acknowledge and agree that this Agreement, including all of the terms, conditions and provisions hereof, and all drafts hereof, constitutes Proprietary Information. In addition, all information disclosed by either Party to the other in connection with or pursuant to this Agreement, including prior to the date hereof, shall be deemed to be Proprietary Information. All Proprietary Information, unless otherwise specified in writing, shall remain the property of the disclosing Party, shall be used by the receiving Party only for the intended purpose, and such written Proprietary Information, including all copies thereof, shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party. Proprietary Information shall not be reproduced except to the extent necessary to accomplish the purpose and intent of this Agreement, or as otherwise may be permitted in writing by the disclosing Party.

(c) Notwithstanding the foregoing clauses of this Article, the Parties may provide public statements concerning their participation in this Agreement that do not disclose Proprietary Information of the other Party.

(d)The provisions of GCC/SCC Clause 3.3 shall survive expiration or termination of this Agreement.

3.4 This clause is not applicable

3.5 This clause is not applicable

3.6 This clause is replaced as follows

PGCB shall at the request of the latter submit reports and documents related to the contract.

3.8.1 This clause is not applicable

3.9 The GCC text is replaced with the following:

The Service Provider shall not provide any Performance Security to the Employer.

4 , 4.1 and 4.2

This clause and sub-clauses are not applicable.

5.1 Currently no such assistance and exemptions is anticipated.

5.3 The services and facilities to be provided by UGC to PGCB are detailed out in the Section VIII (Scope of Services, Performance Specifications and Drawings)

6.2(a) The amount of local currency are as follows (in Million Bangladesh Taka- BDT);




1. One-time Payment 160.000

2. Estimated Annual Maintenance Charges for three (3) years 12.903

3 =(1+2) Sub-total 172.903

4 =(15% on 3) Value Added Tax (VAT) 25.935

5 (5% on 3) Advance Income Tax (AIT) 8.645

6 =(4+5) Sub-total 34.580

7. Bank Charges for obtaining Bank Guarantee 14.40

TOTAL (3+6+7) 221.884

In Words: Two hundred twenty-one million eight hund red eighty-four thousand taka only.

Further details are shown in Appendix-A (Payment Provisions)

6.2(b) This is not applicable as no foreign currency is involved.

6.3.1 Not Applicable

6.3.2 No performance incentive compensation is allowed.

6.4

Payments shall be made according to the following schedule:

i. One-time Payment: UGC shall pay an amount of Tk. BDT 160 million to PGCB within thirty (30) days from the date of receipt of the Bank Guarantee (in the format as in Schedule G) , against the one-time payment in advance. Upon completion of the IRU period (20 years from effectiveness), this one-time payment will be retained by PGCB in full. Upon early termination of the Agreement in accordance with GCC Clause 2.6, PGCB shall retain the portion of the One-time Payment proportional to the duration of the agreement from the commencement of the IRU and the effective date of termination, and refund the rest of the One-time Payment amount to UGC.

ii. Service Charge for Bank Guarantee: An amount not exceeding BDT 14.40 million will be paid to PGCB in 20 equal installments of BDT 0.720 million each with the first installment due to PGCB along with the Onetime Payment mentioned in point (i) above and each subsequent payment due to PGCB within 30 (thirty) days of the end of every quarter of this Agreement, with the last payment due to PGCB within 30 (thirty) days of the end of 19 ( nineteen) quarters of this Agreement, thus covering the first 5 (five) years of the contract under HEQEP.

iii. Annual Maintenance Charge: Upon completion of every year of this contract, UGC/BdREN shall pay PGCB estimated maintenance charge of BDT 4.301 million per year. There will be three such payments in years 2012, 2013 and 2014 under HEQEP.

Note

AIT & VAT may change in case of changes in Govt. rule time to time. PGCB shall raise invoice adding VAT and AIT as per prevailing rules. VAT and Income Tax will be deducted at source and paid by UGC to Government Treasury directly and copy shall be provided to PGCB.




Further details of the terms and conditions of payment are shown in Appendix-A (Payment Provisions).

6.5 The delayed payment shall be applicable unless UGC/BdREN can explain with sufficient reason to satisfy PGCB for the delay.

Interest rate of Sonali Bank on working capital to industry (Sub-Category-I) which is found to be the most recent in the latest available version of the regular publication published by Bangladesh Bank: “Monthly Economic Trends, Statistics Department, Bangladesh Bank,” Bank wise Interest Rate Structure in Bangladesh.

In case such rate or publication is no longer published or available, any proxy which is close to such rate, as will be settled through mutual agreement

6.6. This clause is not applicable as no price adjustment is envisaged

6.7 This clause is not applicable as no Dayworks shall be involved.

7.1 The principle and modalities of inspection of the Services shall be as specified in Section VIII.

7.2 The modalities of correction of defects and lack of performance penalty shall be as specified in Section VIII.

8.2.3 The Adjudicator is Professor Dr. Jamilur Reza Choudhury Former Professor, Bangladesh University of Engineering & Technology

and Ex.-Vice Chancellor, BRAC University, who will be paid as follows:

� Hourly Fees: Bangladesh Taka 10,000/-

� Hourly Support Services Fees (Secretarial and other Assistants): Bangladesh Taka 800/-

� Reimbursable Expenses: Telephone, Fax and other Communication costs, costs associated with any trips to the site(s): on actual.

8.2.4 This sub-clause is replaced as follows:

Arbitration

The arbitration shall be conducted in accordance with the Arbitration Act (Act No. 1 of 2001) of Bangladesh as at present in force, and shall be conducted in Dhaka.

8.2.5 The designated Appointing Authority for a new Adjudicator is President Institution of Engineers, Bangladesh.

Section VIIA Annex to Special Conditions of Contract 31

Section VIIA. Annex to Special Conditions of Contract

THE FOLLOWING PARTICULAR CLAUSES ARE ADDED TO THIS CONTRACT IN ADDITION TO GCC / SCC

Additional 1 INTERPRETATION

In this Agreement (including the recitals and the Schedules), unless the context otherwise requires:

a. The headings are for convenience only and shall be ignored in construing the Agreement;

b. References to any law or regulation shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted except as otherwise specified;

c. The word “include” or “including” is to be construed as being at all times followed by the words “without limitation”;

d. References to this Agreement shall be construed as a reference to this Agreement, including all recitals, Schedules or appendices hereto, as varied, or amended from time to time.;

e. Any statute or other legislative provision shall, unless otherwise specified, be read to include any statutory or legislative modification or re-enactment thereof, or substitution thereof;

f. Any reference to an agreement, document or instrument being in an “agreed form” shall mean such agreement, document or instrument only in such form as may have been approved by PGCB and UGC;

g. "Assignee” or “assignees” of a person shall include any person who has assumed all or some of the rights and/or obligations of the relevant person, whether by assignment, notation or otherwise;

h. The “assets” of any person shall be construed as a reference to the whole or any part of its business, undertaking, property, assets and revenue (including any right to receive revenues);

i. The winding-up, "dissolution or “administration of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganization, dissolution, administration, arrangement, adjustment, protection or relief of debtors;

j. A “guarantee” includes references to an indemnity or other assurance against non-payment of any obligation, financial loss including, without limitation, an obligation to install, fix, purchase assets or services as a consequence of a default by any other person to pay any indebtedness and “guarantees” shall be construed accordingly;

k. Time of day is Bangladesh Standard Time (BST);

l. A “regulation” includes any present or future regulation, rule, directive, requirement, request or guideline (whether or not having the force of law) of any regulatory authority, central bank or government department or any self-regulatory or other national authority;

m. Any enactment shall be construed as references to such enactment


as re-enacted, amended extended; and

n. “law” includes any Act, ordinance, order, rule, regulation, bye-law, notification or other legal instrument including amendments, substitutions or re-enactments from time to time

Additional 2 UGC'S REPRESENTATIONS UGC represents and warrants to PGCB that at the time of signing this IRU Agreement

Additional 2.1 Legal Entity

UGC’s validly exists under the laws of Bangladesh as a legal entity and has power to carry on its business, to enter into agreement and to own properties and assets.

Additional 2.2 Power to Execute

UGC has power to execute, deliver and perform its obligation under this IRU Agreement and all necessary actions have been taken to authorize the execution, delivery and performance of the same.

Additional 2.3 Validity

The IRU Agreement constitutes valid and legally binding obligations of UGC enforceable in accordance with its terms.

Additional 2.4 No contravention

The execution and delivery of, the performance of its obligations under, and compliance by UGC with, the provisions of this Agreement will not (a) contravene any existing applicable law, statute, rule or regulation or any judgment, decree or permit to which UGC is subject, (b) result in any breach of any of the terms of, constitute a default under, any agreement or other instrument to which UGC is a party or is subject or by which it or any of its property is bound, or (c) contravene any provision of UGC's constitutive documents or (d) result in the creation or imposition of or oblige UGC to create any encumbrance (other than a permitted encumbrance) on UGC's undertakings, assets, rights or revenues of UGC.

Additional 2.5 Unconditional obligation

The obligations of UGC under this IRU Agreement are the unconditional obligations of UGC with the exception of any obligation that are prescribed by law to be otherwise.;

Additional 2.6 Consents obtained

Every Consent, from the Government of governmental or public bodies or BTRC or authorities required by UGC to perform its obligations under the IRU Agreement has been or will be obtained or made and is or will be in full force and effect. In case there is need to renew or remove any inconsistency with the terms of any Consent, UGC shall take all measures to ensure the validity of the Consent.

Additional 2.7 Information

The information, exhibits and reports furnished by UGC to PGCB in connection with the matters contemplated by the IRU Agreement or in connection with the negotiation and preparation of the IRU Agreement are true and accurate in all material respects and not misleading, do not omit material facts and all reasonable inquires have been made to verify the facts and statements contained therein; there are no other facts the omission of which would make any fact or statement therein misleading.;

Additional 2.8 No winding-up

UGC has not taken any corporate or other action, nor have any other steps been taken or legal proceedings been started or (to the best of UGC's


knowledge and belief) threatened against it for its winding-up, dissolution, administration or reorganization or the appointment of a receiver, administrator, administrative receiver, or similar officer of it or any or all of its assets or revenues.

Additional 2.9 Geographical and Environmental Survey

UGC unequivocally represents that, by entering into this Agreement, it has performed all necessary geographical and environmental survey of the sites for carrying out its obligations under this Agreement and shall not rise any objection whatsoever nor shall ask from PGCB any financial commitment or compensation for any cost which UGC may incur due to any geographical or environmental condition in relation to this agreement.

Additional 3 PGCB'S REPRESENTATIONS

PGCB represents and warrants to UGC that as of the date of signing this IRU Agreement.

Additional 3.1 Due incorporation

PGCB is duly incorporated and validly existing under the laws of Bangladesh as a limited liability company, an enterprise of Bangladesh power Development Board, and has the power to carry on its business as it is now being conducted, to enter into agreement and to own its properties.

Additional 3.2 Corporate power

PGCB has the power to execute, deliver and perform its obligations under the IRU Agreement and all necessary corporate, shareholder and other actions have been taken to authorize the execution, delivery and performance of the same.

Additional 3.3 Validity

The IRU Agreement constitutes the valid and legally binding obligations of PGCB enforceable in accordance with their respective terms.

Additional 3.4 No contravention

The execution and delivery of, the performance of its obligations under, and compliance by PGCB with the provisions of this IRU Agreement will not (a) contravene any existing applicable law which PGCB is subject, (b) result in any breach of any of the terms of, constitute a default under, any agreement or other instrument to which UGC is a party or is subject or by which it or any of its property is bound, or (c) contravene any provision of PGCB's constitutive documents.

Additional 3.5 Consents obtained

Every Consent, from the Government or governmental or public bodies or BTRC or authorities required by PGCB to perform its obligations under the IRU Agreement has been or will be obtained or made and is or will be full force and effect. In case there is need to renew or remove any inconsistency with the terms of any Consent, PGCB shall take all measures to ensure the validity of the Consents.

Additional 4

Additional 4.1

EVENTS OF DEFAULT

UGC’S EVENTS OF DEFAULT

Each of the following events shall be treated as UGC’s Event of Default:

(a) UGC fails to commission any of the links and the international connectivity within one and a half year of effective date of Agreement;

(b) Accrued maintenance charge equivalent to one year of the maintenance charge have fallen due and UGC fails to pay the same within 3 (three) months, after a notice have been served to UGC with regards to failure of payment by PGCB;

(c) UGC/BdREN creates any hindrance or obstruction in any way including by instituting vexatious or malicious suits against PGCB to


deter PGCB from releasing other optical fibers of the OFC in violation of its obligations under Clause 4.1.8 of section VIII (Specifications);

(d) If UGC/BdREN sells the IRU Assets or provides it as collateral violating the provisions of Clause 5.1.9 of section VIII (Specifications);

(e) Any representation or warranty or statement made by UGC herein or in any agreement, instrument or undertaking contemplated hereby to be made and performed by UGC, or in any document or certificate furnished to PGCB in connection herewith or therewith, proves to be false in any material respect;

(f) Any event, including without limitation any petition, application or proceeding under applicable bankruptcy or related laws, occurs that could lead to or result in the voluntary or involuntary liquidation or dissolution of UGC or any guarantor, provided that with respect to such guarantor, UGC has not provided a substitute guarantor or additional security satisfactory to PGCB within 30 (thirty) days following the occurrence of such event;

(g) UGC/BdREN claims, takes any action or permits any action that states or implies that it is the owner of the IRU Assets, including without limitation claims the IRU Asset as a depreciable asset or includes the IRU Assets as its assets on any financial statement prepared by or on behalf of UGC;

(h) UGC/BdREN sells, assigns, mortgages, hypothecates or transfers the IRU Assets in any way or attempts to sell, assign, mortgage, hypothecate or transfer the IRU Assets in any way.

Additional 4.2 PGCB’S EVENTS OF DEFAULT

Each of the following events shall be treated as a PGCB’s Event of Default:

(a) “PGCB does not restore interruptions in PGCB’s System for continuous 7 (seven) calendar days, whether or not within the Availability period, after receipt of due Notice from UGC, except Force Majeure;

(b) PGCB does not allow access to PGCB premises to maintain UGC’s System or does not designate and connect the fibers, in accordance with Clause 2.2(c), of Section VIII (Specification) for a continuous period of 7 (Seven) calendar days after receipt of due Notice from UGC;

(c) PGCB loses ownership and control of PGCB’s System due to any reason excluding PGCB’s successor or assignee formed in accordance with a decision of’ the Government, with whom the Agreement shall be deemed to be automatically novated;

(d) Breach of any statement, representation or warranty by PGCB in this Agreement proving to have been incorrect or false, in any material respect, provided that such incorrect or false statement, representation or warranty has a material adverse effect on the ability of PGCB to perform its obligations under this Agreement, and PGCB failing to remedy the effect of such incorrect or false statement, representation or warranty within 30 (thirty) days after receiving a Notice of such default from UGC;

(e) PGCB fails duly and punctually to perform or comply with any of its material obligations under this Agreement, and failing to remedy such failure within 30 (thirty) days after receiving a Notice of such default from UGC;

(f) Willful taking over of the IRU Assets from UGC by PGCB or Government without due Notice or any material assets or rights or other interest of UGC.


Additional 4.3 CONSEQUENCES OF EVENTS OF DEFAULT

(a) Upon the occurrence of any of UGC’s Event of Default, PGCB, by Notice shall request UGC to cure the default within a stipulated time in accordance with this Agreement.

(b) Upon the occurrence of any of PGCB’s Event of Default, UGC, by Notice shall request PGCB to cure the default within a stipulated time in accordance with this Agreement.

(c) In case no time is stipulated in the Agreement for curing the default, Notice shall be given by the party affected by such default to the other to cure, such default within 30 (thirty) days of receipt of the Notice for the purpose of this Clause.

(d) In the event that curing has not been carried out by PGCB within the period stipulated in the agreement or specified in the Notice, in case of PGCB’s event of default, UGC may temporarily suspend all payments due to PGCB until such default is cured by PGCB.

(e) In case of any default of UGC, PGCB shall have no right to revoke the IRU or restrict UGC’s use of the IRU in any way with following exceptions. In case of UGC’s default as described in clauses (c ), (d), & (h) of Additional 4.1 of Section VIIA, Annex to SCC, PGCB may temporarily restrict the use of IRU until the defaults are cured. The default is, however, compensable in damages awarded by a court of law.

Additional 5 EXCLUSIONS

(a) It is understood, acknowledged and agreed upon by UGC that in case BTRC intervenes in the agreement between PGCB and UGC on ground of competition or anti-trust, and this IRU Agreement is either caused to be modified, changed, amended or vitiated, PGCB cannot be held liable for such reason and in case as a result of such action of BTRC UGC has suffered loss of any kind, PGCB cannot be held liable in any way by UGC and/or anyone claiming under it.

(b) Notwithstanding any provision of this Agreement to the contrary, except to the extent caused by its own willful misconduct, neither Party shall be liable to the other Party for any special, incidental, indirect, punitive or consequential damages, whether foreseeable or not, arising out of, or in connection with such Party’s failure to perform its respective obligations or breach of its respective representations hereunder, including, but not limited to, loss of’ profits or revenue (whether arising out of transmission interruptions or problems, any interruption or degradation of service or otherwise), cost of capital, or claims of customers, in each case whether occasioned by any construction, reconstruction, relocation, repair or maintenance performed by, or failed to be performed by the other Party or any other cause whatsoever, including breach of Agreement, breach of warranty, or strict liability, all claims with respect to which such special, incidental, indirect, punitive or consequential damages are hereby specifically waived.

Additional 6 INDEMNITY

a) UGC hereby undertakes to indemnify PGCB on a net after-tax basis against, and agrees to protect, save and keep harmless, PGCB from any, and all obligations, fees, liabilities, losses, damages, penalties, demands, actions, judgments and expenses, including reasonable legal fees and expenses (including such legal fees and expenses incurred in connection with the enforcement of this Agreement), of every kind which arises as a result of any kind of claim made by any third party and nature whatsoever imposed on, incurred by, or asserted against PGCB.


b) Nothing contained herein shall operate as a limitation on the right of either Party hereto to bring an action for damages against any third party, including indirect, special or consequential damages, based on any acts or omissions of such third party as such acts or omissions may affect the construction, operation or use of the IRU Assets; provided, however, that each Party hereto shall assign such rights or claims, execute such documents and do whatever else may be reasonably necessary to enable the other Party to pursue any such action against such third party.

Additional 7 ILLEGALITY

If any term or provision of this IRU Agreement or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this IRU Agreement and application of such term or provision to persons or circumstances (other than those as to which it is already invalid or unenforceable) shall not be affected thereby and each term and provision of this IRU Agreement shall be valid and be enforceable to the fullest extent permitted by law.

Additional 8 NON BINDING EFFECTS OF THIRD PARTY AGR EEMENTS

Notwithstanding anything contained in this Agreement:

a) No compensation or other remedies whatsoever can be claimed or made against PGCB for any loss or damages arising out of an agreement between UGC and any other third party, (including an agreement entered into with the consent of PGCB);

b) In case, any agreement between UGC and a third party gives rise to any judgment by any court or any other competent authority against PGCB with a verdict to pay any sum for any reason or any other judicial pronouncement or administrative order has been passed in relation to the IRU Asset arising out of Agreement, tort or otherwise UGC hereby agrees to reimburse PGCB for any such payment made by it and to keep PGCB harmless against any such claim or judgment, so long as it does not arise in connection with any act or omission on the part of PGCB;

c) PGCB shall not compensate any loss or damages or loss of profit or revenue, cost of capital or claims of customers of UGC or its Sub-lessees or any other third person. Save as expressly provided in this IRU Agreement and without prejudice to the generality of SCC Clause Additional 8 PGCB shall be under no liability to UGC whatsoever and howsoever arising, and from whatever cause, and whether in contract, tort or otherwise, in respect of any loss (consequential or otherwise), liability or damage of, or to, or in connection with, the IRU Assets or any person or property whatsoever respective of whether such loss, liability or damage shall arise from any action or omission of PGCB;

d)

Additional 9 Other Obligations of UGC

Additional 9.1 Obligation to comply with laws

UGC shall follow all applicable Acts, rules, regulations and regulatory guidelines already in force or to be framed in future including tariff and charges relevant to this agreement.

Additional 9.2 Prohibition against illegal business

UGC shall not indulge in or authorize transmission of any information on national security or obscene information contrary to any laws or rules or regulations & of Bangladesh or of any government authorities or bodies in Bangladesh.

Additional 9.3 Transfer or assignment of the IRU

UGC shall not assign or transfer any of its rights or obligations under this IRU without acquiring a written consent from PGCB.


Additional 9.4 Obligation to inform on litigation

UGC undertakes to inform PGCB in writing of any litigation that may arise during the continuance of the IRU term against UGC.

Additional 10 OTHERS

a) This IRU Agreement contains the entire agreement between PGCB and UGC relating to the IRU Assets, and the terms and conditions of this IRU Agreement shall not be varied otherwise than by an instrument in writing herewith or subsequent hereto executed by or on behalf of PGCB and UGC.

b) No failure or delay on the part of PGCB in exercising any right, power or remedy under this IRU Agreement shall operate as a waiver thereof nor shall any single or partial exercise by PGCB of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

c) The remedies provided in this IRU Agreement are cumulative and are not exclusive of any remedies provided by law.

d) Without prejudice to any of PGCB’s rights of set-off at law, in equity or otherwise, UGC authorizes PGCB to set off or withhold any amount due and Payable to PGCB, with a due notice to UGC, from any amount to be payable to UGC. PGCB shall not be obliged to exercise any right given to it by this clause. PGCB shall notify UGC forthwith upon the exercise or purported exercise of any right of set-off or withholding full details in relation thereto.

e) UGC undertakes that it shall at its expense execute, sign, perfect and do any and every such further assurance, document, act or thing as in the reasonable opinion of PGCB may be necessary or desirable to carry out the purpose of this IRU Agreement or protect or enforce any right of PGCB hereunder or there-under or the title of PGCB in the IRU Assets.

f) This IRU Agreement shall be executed into two counterparts, each of the executed counterparts, taken together shall be deemed to constitute one and the same Agreement.

g) Neither Party is an agent of the other or can be treated as a trustee of the other under this agreement.

h) In the event of any conflict between this IRU Agreement with any other document to which PGCB and UGC are the Parties, this IRU Agreement shall prevail.

Section VIII. Scope of Services, Performance Specifications and Drawings. 38

Section VIII. Scope of Services, Performance Specifications and Drawings

1 BACKGROUND

PGCB has constructed a single mode Optical Fiber Cable (OFC) network , commonly known as Optical Ground Wire (OPGW), on its high voltage transmission lines for communication purposes such as voice communication, data transmission, protection of the power transmission lines, supervisory control and data acquisition (SCADA) etc;

The Government of Bangladesh (GoB) has taken up a project, named as the Higher Education Quality Enhancement Project (hereinafter called the HEQEP), which became effective from May 13, 2009 and is scheduled to be closed on December 31, 2013;

UGC is implementing the HEQEP on behalf of the Ministry of Education (MoE), Govt. of Bangladesh and a major component of the HEQEP would be to establish a nationwide high bandwidth dedicated research and education network (REN) connecting all the universities, research institutions etc. This specialized network will be managed by an entity named Bangladesh Research and Education Network (hereinafter to be referred as BdREN). The BdREN will eventually be transformed into a trust organization under the overview of UGC;

The Government of Bangladesh, in a separate move, entrusted UGC with the task of implementing the connectivity of TEIN3 (Trans Eurasia Information Network 3), sponsored by the European Commission, in Bangladesh. This TEIN3 will connect the BdREN with the global research and education networks;

The establishment of the BdREN is a pre-requisite for the connectivity of TEIN3, the possible connectivity to TEIN3 has thus increased the urgency and importance of BdREN and also enhanced its scopes and opportunities to a previously unexpected dimension. The successful establishment of the BdREN and its connectivity to TEIN3 has become a national priority (Ref: Prime Minister’s office letter no. 42.10.16.00.00.03.2009-238(9), dated 15 September, 2009; );

Implementation of BdREN necessitates a backbone network with nationwide connectivity, and PGCB already established such an Optical Fiber Cable (OFC) network throughout the country using Optical Ground Wire (OPGW). UGC, from the very inception of the project, was interested in the possibility of using one pair dark fiber from PGCB’s nationwide OPGW network. Based on a series of meetings at different levels conducted over the last two years, a positive understanding emerged between UGC and PGCB. UGC wanted to have right of use of a dedicated pair of dark-fibers for 20 years from the OPGW to form the planned Research and Education Network(REN);

PGCB and UGC has signed a Memorandum of Understanding (MoU) on March 25, 2010 for leasing PGCB’s countrywide OPGW fiber, As per terms of MoU, PGCB will provide one pair dark fiber from its countrywide OPGW network at a non-commercial rate to satisfy .its corporate social responsibility. PGCB will also be working together with UGC as partner for implementing the BdREN which will eventually enhance the quality of teaching, learning and research of higher education sector of Bangladesh

1. SCOPE OF THE AGREEMENT AND UGC’S BUSINESS 1.1 SCOPE OF THE IRU AGREEMENT

UGC / HEQEP will establish a National Research and Education Network (NREN) interconnecting all the Universities and Research Institutions of the country. The network will be operated and maintained by a non-profit entity named BdREN.

PGCB agrees to provide on IRU one pair of dark optical fiber to UGC/BdREN from its countrywide OPGW network, existing and future extension, for the purpose of establishing the national research network, BdREN. PGCB will provide one pair of dark fiber upto PGCB substation or Intermediate Terminals (splicing point) nearest to and/or suitable for the Universities or BdREN PoPs across the country. Responsibility of procurement, installation, testing, commissioning, operation and maintenance of necessary terminal equipment for lighting the dark fiber will be with UGC/BdREN. The


last mile connectivity between PGCB Substation (CUE) and BdREN equipment at the PoPs or Universities and its maintenance, will be the responsibility of UGC/BdREN.

In case where there are more than one fiber links in a specific power transmission segment (Links between adjacent nodes / substations), PGCB will provide only one fiber pair in one of the multiple fiber links in that specific segment.

The IRU Term will be 20 years from the effective date of this Agreement which is extendable upon agreement of the two Parties. During the IRU Term , UGC/BdREN will have exclusive and indefeasible rights of use of the dark optical fiber pair.

If within the IRU Term, new Universities, Research Institutions come into existence or BdREN intends to cover other relevant institutions PGCB is committed to provide fiber upto PGCB substation / Intermediate Terminals nearest to and/or suitable for such new locations. As such PGCB will keep one pair of dark fiber reserved for UGC/BdREN in the transmission link leading up to each substation.

Maintenance of the dark fiber provided by PGCB (the IRU Asset) will be PGCB’s responsibility. However, a yearly maintenance charge shall be paid by UGC/BdREN to PGCB, the terms and condition of which are set in this agreement in subsequent clauses.

If UGC/BdREN goes for any commercial usage of the said network in future, such as sub-leasing of bandwidth, co-location services, sharing of Equipment and other resources, application services to the customers other than research and education institutions prior permission shall be taken from PGCB and a separate profit sharing agreement between the two organizations shall be executed.

1.2 UGC's Business

UGC, on behalf of the Ministry of Education (MoE), Government of Bangladesh, is currently implementing the Higher Education Quality Enhancement Project (HEQEP). The project aims to improve the quality and relevance of the teaching and research environment in higher education institutions through encouraging both innovation and accountability within universities and by enhancing the technical and institutional capacity of the higher education sector.

The HEQEP is supporting the creation of the BdREN, a high performance communication network, which will provide connectivity among education and research institutions in both public and private sectors. The network, with its state-of-the-art equipment and access to broadband internet connections at a reasonable price, will support geographically dispersed academics, scientists and researchers with reliable access to high-end computing, simulation tools and datasets. BdREN will also be connected with other regional and trans-continental RENs e.g., TEIN3. Thus it will link the researchers, teachers and students of Bangladesh to the global academic community and learning resources. It will facilitate international collaborative research and will catalyze innovation of technology in the country.

2. TAKEOVER, INSTALLATION AND COMMISSIONING

After the IRU Agreement becomes effective, PGCB will handover the requested segment in healthy condition to UGC. UGC shall be responsible for maintaining all Equipment, and services necessary to light and use the Fiber provided by PGCB and for all costs and expenses incurred in relation thereto, including without limitation, the installation, testing, commissioning, maintenance and operation.

However, PGCB and UGC shall discuss specific design and implementation issues, where necessary. Depending on the discussion and solutions agreed in such cases UGC may require to purchase additional PGCB’s services such as co-location services, space or Yard sharing, power supply etc. at PGCB’s premises as will be agreed by the parties in writing. An initial list of fiber segments to be handed over in stages to UGC/BdREN by PGCB is enlisted in Schedule C. However this list is not exhaustive. Further requirement may arise later on to connect existing and future educational and research Institutions as


enunciated in clause 1.1 of Section VIII (Specification) Request for such fiber segment / link shall be placed from time to time as and when such requirement arises within the framework of this Agreement.

2.1 Takeover of Fiber

2.1.1 Method of Order

The Parties agree that takeover of the assigned Fiber may occur in stages on a segment by segment basis as and when required for UGC (as set out in the Schedule A) in accordance with this Section. Requested service date(s) recorded in Schedule A do not establish the Fiber delivery date, instead, PGCB’s and UGC’s assigned contact persons for the Services shall agree upon the specific Fiber delivery date following the request.

2.1.2 Method of Delivery

On or before the Fiber delivery date, or any amended Fiber delivery date, PGCB’s and UGC’s Engineers will test the Fiber jointly and declare its readiness for UGC’s use as described in Clause 2.1.1 of Section VIII. The Service Commencement Date for Fiber ordered will be the date upon which PGCB notifies UGC (by writing and electronic transmission) that the Fiber is ready for UGC’s use.

2.2 Installation

After the IRU Agreement becomes effective as per GCC/SCC Clause 2.1 UGC shall at its own cost and responsibility:

a) Provide and lay necessary OFC from UGC/BdREN Equipment up to the CUE at respective PGCB Communication Rooms or required Intermediate Terminal(s) for connecting UGC/BdREN Equipment with IRU Asset; and

b) Install a parallel Remote Supervision Terminal at PGCB Communication Room located at Rampura Station at the time of installation of UGC's NOC.

PGCB shall:

c) Designate a pair of the OFC in the IRU Assets for UGC's use.

UGC shall:

d) Establish the backbone network for the BdREN in stages by connecting the designated pair of OFC with its Equipment to perform the network operation in accordance with Clause 2 of Section VIII within the life time of the Agreement; and

e) While connecting the IRU Assets with UGC/BdREN equipment UGC shall ensure that all other OFC pairs and Equipment in the OPGW shall remain unaffected by any activities of UGC/BdREN.

2.3 Commissioning

(a) After completion of the task by PGCB as provided in clause 2.1 of Section VIII UGC shall perform a link commissioning Test.

(b) The link commissioning Test shall ensure that the desired compatibility has been achieved.

(c) After the completion of Link commissioning Test, a report on Link Network commissioning Test shall be prepared by UGC to be countersigned by the designated personnel of PGCB.

3 OPERATION AND MAINTENANCE

Both the Parties shall be responsible for operation and maintenance of their respective systems respectively.

PGCB shall be responsible for operation and maintenance of PGCB's system (i.e. IRU Assets and CUE(s) so that desired Availability can be maintained in accordance with Clause 3.1 of Section VIII

UGC shall be responsible for operation and maintenance of UGC's system (i,e, SDH, DWDM, CWDM Equipment including MUX and other Equipment etc.). Both Parties shall also be responsible to maintain and take appropriate security measures in respect of their premises and systems respectively .


3.1 OBLIGATIONS REGARDING AVAILABILITY

(a) PGCB shall maintain Availability of PGCB's system for 99.9% time in any given year throughout the IRU Term on a non-cumulative basis, excluding the period of Force Majeure and Allowed Maintenance Time

(b) PGCB shall relinquish Annual Maintenance Charge for non-Availability beyond Allowed Maintenance Time and for non- Availability due to Force Majeure, only when:

UGC needs to use the IRU Assets during interruptions in UGC's system and the non- Availability hinders the use of the IRU Assets.

(c) To ensure Availability under this Agreement, PGCB is entitled to enter into any other IRU or other agreement with any government owned agency or company with respect to assets similar to the IRU Assets (i.e. the other optical fibers in the OFC) and with terms and conditions and at a rate not similar to this IRU Agreement.

(d) PGCB’s Availability obligation shall start from the day of completion of successful Commissioning Test of segments taken over by UGC.

(e) During the period of interruptions due to Force Majeure, PGCB's obligation to provide Availability shall not be effective.

(f) UGC shall operate and maintain a NOC and provide a Remote supervision Terminal at Rampura substation Communication Room.

(g) UGC shall provide Notice to PGCB for faults, service failure or interruptions in PGCB's system, based on NOC's record or otherwise.

(h) PGCB shall allow UGC's authorized personnel inside its premises to ascertain Availability, if needed.

(i) At the end of each year, UGC shall submit a report of Availability of PGCB's system with determination of amount of Annual Maintenance Charge to be forgone by PGCB as provided in Clause 6 of Appendix A.

3.2 PGCB'S OPERATION AND MAINTENANCE

(a) To achieve desired Availability, PGCB shall operate and maintain an Operations and Maintenance Centre (OMC) Staffed by trained and qualified personnel. PGCB's maintenance employees shall be readily available on demand for dispatch. PGCB shall have its first maintenance employee at the site requiring maintenance immediately after the time PGCB becomes aware of an event requiring maintenance, unless delayed by circumstances beyond its reasonable control. If necessary, PGCB may hire expertise of UGC for maintenance of the IRU Assets, agreed upon by the Parties.

(b) In case of need of service interruption of whole or part of the IRU Assets for Scheduled Maintenance defined in Schedule B. PGCB shall intimate the matter to UGC at least three (3) days before such interruption.

(c) If there is any failure or break of the IRU Assets in any section of PGCB's System, PGCB shall respond to UGC's Information of such failure as provided in Schedule B and shall take necessary arrangement for the removal of the fault.

(d) If necessary PGCB will replace the OPGW of that section by a new OPGW of the same/compatible specification of OFC. To avoid longer service interruption, PGCB may allow UGC/BdREN to use PGCB's other optical fibers of the OFC for the faulty/failure section till the restoration of faulty section at its discretion or access arrangements through a third party OFC.

(e) If such alternative access is arranged as aforesaid, such access shall be deemed as Availability. PGCB shall bear the necessary expenses of such availability if restoration is delayed beyond the agreed principles.

3.3 UGC’S OPERATION AND MAINTENANCE

(a) UGC shall operate and maintain UGC’s System in accordance with their specification, performance, and economic life, provided that, in case of obsolescence or unavailability of spare parts, such equipment may be replaced, with equipment of quality, specification and performance that are not less than stipulated in respective schedules.


(b) UGC shall maintain the facilities for the protection of environment ensure proper and safe operational arrangement for public safety and safety of PGCB’s System and draw up rules of work and operational procedures accordingly.

(c) UGC shall engage professional management personnel for the efficient and effective operation of the IRU and maintain qualified officials , employees, securities and other personnel.

3.4 OPERATION AND MAINTENANCE BY BOTH PARTIES

(a) In case of any damage of assets of either Party due to fault of the other Party, PGCB and UGC shall form a joint investigation team, if demanded by the affected Party and may include any technical personnel from any third party upon their mutual agreement, to detect the fault and the Party at fault and the amount of compensation to be made by the Party at fault.

(b) Both PGCB and UGC shall maintain telephone and fax number and Email address of designated contact personnel at PGCB's OMC and BdREN NOC. Both the Parties shall keep each other informed of the personnel as contact point.

PGCB’s OMC personnel shall dispatch maintenance and repair personnel along the IRU Assets to handle and repair problems detected in the IRU Assets, (i) through UGC and upon written notification by UGC to PGCB, or (ii) upon written notification prior to such maintenance & repair.

(c) Both parties shall comply with the detailed O & M procedure provided in Schedule B.

3.5 MAINTENANCE OF OFC OTHER THAN THE IRU ASSETS

(a) If any of the fiber(s) of the OPGW within which the IRU Assets are existing, needs or requires maintenance, scheduled or unscheduled, PGCB shall notify UGC before it initiates any maintenance obligations under any other contract or otherwise 2 (two) days prior to scheduled maintenance and 3 (three) hours prior to unscheduled maintenance.

(b) Upon receipt of such notice from PGCB, UGC shall not be entitled to raise any objection to such maintenance activities, except for mutually agreed time schedule of maintenance.

(c) PGCB shall not be responsible for any loss to UGC, caused due to such interruption of service due to maintenance, except for its obligations under Availability.

4. PGCB’S OBLIGATIONS AND RIGHTS

4.1 GENERAL OBLIGATIONS AND RIGHTS OF PGCB

4.1.1 Access to be allowed to UGC

PGCB shall allow access of UGC to its premises for laying the OFC as provided in Clause 2.2(a) of Section VIII and installing and maintaining the same in PGCB premises, in accordance with Procedure provided in Clause 4.1.3 of Section VIII, in order to perform obligations under this Agreement.

4.1.2 To provide Space

PGCB shall provide the right of way to UGC for the following:

a) Right of way required for extending OFC from CUE's up to the boundary of PGCB premises leading to set up UGC/BdREN equipment, without requiring PGCB to change any of its existing structure.

b) Space for installation of UGC’s FMS/ODF in PGCB Communication Room at PGCB Stations.

4.1.3 To provide Access to Intermediate Terminals


PGCB shall allow and provide necessary support for fiber of UGC/BdREN to be spliced at the Intermediate Terminals along the transmission line (beyond PGCB Stations’ ODF).

4.1.4 Access to be allowed to UGC

PGCB shall allow access of UGC to its premises for laying the OFC as provided in Clause 2.2(a) of Section VIII and installing and maintaining the same in PGCB premises, in accordance with Procedure provided in Clause 4.1.5 of Section VIII, in order to perform obligations under this Agreement.

4.1.5 Procedure for access to PGCB’s Premises

Certain persons nominated by UGC/BdREN shall be defined as Authorized Persons and shall have permanent pass(es) for entering into the designated PGCB premises, provided that PGCB representative shall accompany the Authorized Person. UGC has to provide a list of Authorized Persons for installation and maintenance to PGCB after signing the IRU Agreement. UGC/BdREN shall provide a Notice to PGCB on termination of service of Authorized Person. Such authorization shall be automatically revoked on termination of service of Authorized Person by UGC/BdREN. Authorized persons of UGC shall be allowed to visit the places of common equipment installed in PGCBs premises with an authorization letter of the competent authority of UGC/BdREN.

4.1.6 Non-withdrawal of facilities provided

PGCB shall not withdraw the facilities viz, installations (equipment), building, storage spaces, electricity, land etc. provided to UGC during the IRU Term, without consent of UGC, which shall not be unreasonably withheld.

4.1.7 Information on PGCBs system

PGCB shall provide to UGC/BdREN at its request necessary information and documents on PGCB’s System as available with PGCB for giving effect to the provisions under this IRU agreement within 3(three) working days of request.

4.1.8 Release of other pairs of the OFC

PGCB reserves the right to release the remaining fibers of the OFC, other than the IRU Assets, by way of IRU/Lease/Sale or any other means, in terms and conditions independent from this IRU Agreement to any other Person whatsoever or whosoever chosen through any process that it (PGCB) may wish to ensure connectivity of such optical pairs of the OFC, without any hindrance or objection or right of preemption of UGC. But in doing so, PGCB shall ensure that it does not hamper the smooth functioning of the IRU Assets.

4.2 TECHNICAL OBLIGATIONS OF PGCB

4.2.1 Storage of Spares

PGCB shall arrange and store spare OPGW and OPGW-CTBs of different types and capacities with sufficient length and quantities matching the specifications of the OFC under IRU. PGCB shall also arrange and store other required materials including the spares received from UGC and other spares required for the proper functioning of the IRU Assets for early restoration of interruptions.

4.2.2 Normal routine Maintenance of PGCB’s System

PGCB shall be responsible for all types of normal routine maintenance of PGCB’s System at its own cost. PGCB may subcontract any of the maintenance services; however, it shall not relieve PGCB of such obligations.

5. UGC’S OBLIGATIONS AND RIGHTS


5.1 GENERAL OBLIGATIONS AND RIGHTS OF UGC

5.1.1 Local Training

UGC shall provide training for PGCB Engineers so that these engineers can help, if required, UGC to maintain UGC/BdREN Equipment at PGCB’s premises. The training may be designed based on the following network related areas, but not limited to:

(a)Networking Basics; (b) Routers and Routing Basics; (c) Switching Basics and Intermediate Routing; (d) WAN Technologies; (e) Network Security; and (f) Network Management and operation.

Above training may be organized during the training period of BdREN personnel/users. At least 10 (ten) PGCB Engineers shall be trained within the HEQEP project period. Relevant training manual shall be provided at least 7 (seven) days before the training. If it is not possible, then it shall be provided before start of the training session. Pocket money shall be provided to the trainees as per the standard rule.

5.1.2 Site Overview in Abroad

At least four (4) senior engineers in management position from PGCB shall be provided technology overview study in abroad, if and when such arrangements are made for UGC/BdREN personnel within HEQEP project period. In such case return air ticket, fooding, lodging, traveling, per diem etc. shall be provided by UGC/BdREN as per standard rule.

5.1.3 Factory Acceptance Test

During Factory Acceptance test of BdREN equipment, one PGCB Engineer shall accompany UGC/BdREN acceptance test team as a member of Acceptance Test team within the scope of HEQEP project.

5.1.4 UGC to obtain finance

(a) UGC/BdREN shall arrange all funds required for performing its obligations under this Agreement as relevant to UGC/BdREN.

(b) Neither UGC/BdREN nor the lenders to UGC/BdREN shall have any recourse to PGCB for any investment or expenses required for completing the Project and performing its obligations under this Agreement.

5.1.5 UGC to comply with L2

UGC/BdREN shall strictly follow all terms and conditions as provided in L2. PGCB shall neither be affected nor be held responsible for these terms and conditions or any changes thereof. PGCB shall not compensate any loss incurred by UGC/BdREN or any one claiming under it, due to change in terms and conditions of L2. UGC/BdREN undertakes with PGCB that, from the date of signing this IRU Agreement and so long as any monies owing under this IRU, it shall promptly inform PGCB:

(i) of any notice it may have received from the BTRC or any other governmental authority which relates to the validity of the L2 or/and (ii) of any occurrence of which it is notified which might adversely affect its ability to perform its obligations under the IRU Agreement and, without limiting the generality of the foregoing, will inform PGCB of any breach forthwith upon becoming aware thereof.

5.1.6 Access to UGC’s Premises

For the purpose of giving effect to any provisions of this Agreement, UGC/BdREN shall allow without hindrance, access to the authorized personnel of PGCB, to all sites including NOC, installation, UGC’s premises connected with PGCB’s System and vice versa.

5.1.7 Safety Guidelines

(a) UGC shall follow safety guidelines of PGCB while working in any facility of PGCB and vice versa.

(b) UGC/BdREN shall also take and provide for all appropriate steps for ensuring safety of persons and properties at its own premises.


(c) In case, there is damage to PGCB’s system for any negligence or for any fault or otherwise of UGC/BdREN, UGC/BdREN hereby undertakes to compensate PGCB. Similarly PGCB will also compensate for any of its fault or negligence damaging UGC’s system/equipment.

5.1.8 Records

UGC/BdREN shall keep all relevant records, on a quarterly basis, required in order to monitor compliance of UGC/BdREN with this Agreement as follows (but not limited to):

(a) List of interruptions with time and duration in PGCB’s System with time and date;

(b) List of usages of PGCB's System, with time, date and duration;

(c) Other relevant records.

5.1.9 IRU Assets not to be used as collateral or so ld

(a) UGC/BdREN shall not sell or attempt or hold itself out as having any power to agree to sell, transfer or otherwise dispose of or Abandon the IRU Assets, or any share or interest therein.

(b) UGC/BdREN shall not use the IRU Assets as collateral for securing any kind or debt or other liability. In case UGC/BdREN violates the provision of this clause, UGC/BdREN has to either compensate or indemnify PGCB at PGCB’s option for any loss incurred or any payment made in any way for such act of UGC/BdREN and PGCB may also at its option temporarily suspend the Agreement, if UGC fails to compensate or indemnify PGCB.

5.1.10 Permission, license etc. for use of PGCB’s S ystem and Interconnection

UGC/BdREN shall hold all authorizations, approvals, licenses and consents required by the laws of Bangladesh or by the Laws of any other applicable relevant overseas jurisdiction to enable UGC/BdREN to lawfully perform its obligations under this Agreement.

5.1.11 Co-operation by UGC for future IRU or other disposition of the OFC

In case of use of other OFC by PGCB or any other person who is entitled to use any OFC of the OPGW, within which the IRU Asset exists, due to any contract entered into by PGCB and such other person(s), and if there is need for temporary suspension of service for the purpose of such contract between PGCB and such other person(s), UGC/BdREN shall not be entitled to object to such temporary suspension of service provided it does not affect the availability and shall co-operate with PGCB and such other person(s). PGCB shall provide a notice of three (3) working days to UGC/BdREN informing such suspension with duration.

5.1.12 Time to be of essence

Time shall be of the essence as regards the performance by both Parties of their obligations under this IRU Agreement and both Parties undertake to abide by all such time limits enunciated in this Agreement.

5.2 TECHNICAL OBILIGATIONS OF UGC/BdREN

5.2.1 UGC to Install

UGC/BdREN shall install the NOC with Remote Supervision Terminal in accordance with Clause 2.2 of Section VIII of this Agreement.

5.2.2 UGC to ensure compatibility

UGC/BdREN shall ensure that UGC/BdREN’s system shall be compatible with PGCB’s System.

5.2.3 Earthing Arrangement

UGC/BdREN shall ensure proper earthing arrangement of its related transmission equipment at PGCB’s premises and UGC/BdREN’s premises.


6 NATIONAL EMERGENCIES

6.1 Use of IRU Assets for National Emergency

In the event of national emergencies declared by the Government under any law, PGCB or Government may decide to disconnect UGC/BdREN’s System from ODF or to use the IRU Assets for purposes other than as provided in the IRU Agreement without prior consent of UGC/BdREN. If such national emergency is declared, UGC/BdREN shall be bound to comply with all directives of the Government and PGCB in relation to IRU Assets. A Notice of such emergency shall be provided by PGCB to UGC/BdREN within a reasonable time after such event.

6.2 Implications in National Emergencies

(a) UGC/BdREN shall not claim any compensation or damages from PGCB for any loss caused to itself or anyone claiming under it due to the acts of the Government in accordance with the provisions of Clause 6.1 of Section VIII.

(b) UGC/BdREN may use IRU Assets to do business as far as practicable after catering to the need of such emergency.

(c) UGC/BdREN and PGCB shall receive compensation from the government as per existing laws of the country.

Appendix A 47

APPENDIX: A PAYMENT PROVISIONS

1. Payments

UGC shall pay PGCB an amount not exceeding Banglade sh Taka 221.884 million (equivalent to USD 3.170 million) as follows:

Figures are in Million Bangladesh Taka

1 One-time Payment as detailed in Paragraph 2 of this Appendix

160.000

2 Estimated Annual Maintenance Charges for three (3) years, as detailed in Paragraphs 3 and 4 of this Appendix

12.903

3=(1+2) Sub-total 172.903

4=(3x15%) Value Added Tax (VAT) as per laws of Bangladesh (as mentioned in Note of Clause 6.4 of SCC)

25.935

5=(3x5%) Income TAX (as mentioned in Note of Clause 6.4 of SCC) 8.645

6=(4+5) Sub-total 34.580

7 Bank Charges for obtaining Bank Guarantee for One-time payment as detailed in Paragraph 5 of this Appendix

14.40

3+6+7 TOTAL 221.884

In Words: Two hundred twenty-one million eight hund red eighty-four thousand taka only.

2. One-time Payment

(a) UGC shall pay an amount of BDT 160.00 million to PGCB within thirty (30) days from the date of receipt of the Bank Guarantee for one-time payment.

(b) PGCB shall submit the Bank Guarantee (in the format as in Schedule G) within thirty (30) days from the date of signing of the Contract.

(c) One-time payment under this IRU shall be made without any set-off and counterclaim and discounting whatsoever and free and clear of any deductions whatsoever.

(d) Upon completion of the IRU Term, the Onetime Payment shall be retained by PGCB.

Appendix A 48

(e) Upon early termination of the Agreement in accordance with GCC Clause 2.6, the One-time Payment proportional to the duration of the agreement from the commencement of the IRU and the effective date of termination shall be retained by PGCB and the rest amount shall be refunded to UGC.

3. Annual Maintenance Charge

(a) UGC shall pay 10% (ten percentage) of the annual cost of bandwidth used by UGC/BdREN for all types of international connectivity to PGCB as Annual Maintenance Charge as per Schedule E. The estimated cost of Annual Maintenance Charge for twenty (20) years is BDT 86.02 million. The start of annual maintenance charge shall be the date of commissioning of the first segment handed over to UGC or start of consumption of International Bandwidth by UGC whichever is later.

(b) The estimated cost of Annual Maintenance Charge for three (3) years amounting to BDT 12.903 million (4.301 million per year x 3) shall be paid by HEQEP financed by International Development Association.

(c) The estimated cost of Annual Maintenance Charge for the remaining seventeen (17) years of the IRU amounting to about BDT 73.117 million shall be paid by UGC/BdREN.

(d) UGC shall inform and update PGCB about any change in the international connectivity with regards to amount of bandwidth and applicable payments along with the purchase order or contract or amendment thereto to facilitate PGCB to calculate the amount of Annual Maintenance Charge.

4. Payment of Annual Maintenance Charge

(a) It shall be paid on completed year of service basis.

(b) By the 10th working day after the end of each year, PGCB shall calculate the total amount of maintenance charge due from UGC and shall send the invoice to UGC for payment. VAT and Advance Income Tax shall also be mentioned in the invoice.

(c) Within 30 (thirty) working days from the receipt of PGCB’s invoice for the quarter, UGC shall arrange to make full payment of the invoice to PGCB by a pay order or cheque in favor of Power Grid Company of Bangladesh Limited . If any discrepancy arises between UGC and PGCB’s calculation of maintenance charge, the Parties may mutually resolve the discrepancy. If the discrepancy cannot be resolved mutually, UGC shall pay to PGCB within the stipulated time, the portion of the maintenance charge that is not under dispute. Either Party may go for negotiation or dispute resolution for the rest of the amount to be determined as provided in GCC/SCC Clause 1.2.

5. Bank Charges

(a) PGCB shall obtain a Bank Guarantee (in the format as in Schedule G) for One-time Payment of BDT 160.00 million from a reputed scheduled bank of Bangladesh, and submit the same along with documents related to payment of bank charges to UGC within thirty (30) days from the date of signing the agreement.

(b) HEQEP shall reimburse PGCB in 20 (twenty) equal installments the Bank charges paid on actual but not exceeding the amount specified as Bank Charges in Paragraph 1 (Sl 3) with the first installment due to PGCB along with the Onetime Payment mentioned in point (i) above and each subsequent payment due to PGCB within 30 (thirty) days of the end of every quarter of this Agreement, with the last payment due to PGCB within 30 (thirty) days of the end of 19 (nineteen) quarters of this Agreement.

(c) If UGC continues the Bank Guarantee beyond this 5 (five ) years period, the Bank Charges for the Bank Guarantee shall be paid by UGC/BdREN by making necessary amendment in the contract amount.

Appendix A 49

6. LACK OF AVAILABILITY

For Availability falling below that guaranteed by PGCB as provided in 3.1 (a) and 3.1(b) of Section VIII, UGC shall prepare a list of the interruptions and shall submit a claim to PGCB for non-Availability or other reasons as per this Agreement. Such amount shall be calculated as per Schedule F and claimed separately after the end of each year. Any such claim, to the extent agreed upon by the Parties, shall be paid by PGCB within 15 (fifteen) days of submitting the claim, to UGC’s designated bank account. UGC shall not deduct the same from Annual Maintenance Charge unless PGCB fails to pay the said claim within 20 (twenty) working days of submission of the claim.

7. UNCONDITIONAL PAYMENT OBLIGATIONS

UGC’s obligation to pay maintenance charge and make other payments, and perform its obligations, under, pursuant to or in connection with this IRU Agreement shall be absolute and unconditional and shall not be affected by any contingency whatsoever including (but not limited to):

(a) any insolvency, bankruptcy, winding-up, administration, reorganization, reconstruction, arrangement, readjustment or rescheduling of debt, dissolution, liquidation or similar proceedings by or against UGC;

(b) any invalidity or unenforceability or lack of due authorization of, or other defect in, this IRU or any of the other related or relevant documents or any Particular provision hereof or thereof unless and until UGC has obtained a final and binding court order confirming that the invalidity or unenforceability or lack of due authorization (as the case may be) is such that the provisions of this IRU Agreement are no longer enforceable against UGC and that it is entitled, inter alia, to cease paying maintenance charge under this IRU;

(c) any failure or delay on the part of any Party, other than a failure or delay on the part of PGCB which constitutes gross negligence or willful misconduct, whether with or without fault on its part, duly to perform or comply with its obligations under this IRU Agreement or any of the other related or relevant documents; and

(d) any other case which, but for this provision, would or might have the effect of terminating or in any way affecting any obligation of UGC under this IRU.

Schedule A 50

Schedule A Dark Fiber Link Delivery for BdREN Installation This Fiber Link Order by UGC (“BdREN/UGC”) and between PGCB and UGC is entered into for the provision of the IRU of one pair of Dark Fibers by PGCB to BdREN/UGC as set forth in the Agreement. PGCB and UGC agreed that the Fiber Order and Services will be provided in accordance with, and governed by, the terms and conditions as set forth in the Agreement. PGCB and UGC further agreed that this Fiber Link Order shall not be effective until executed by both Parties. UGC’s Approval: By executing this Fiber Link Order, UGC acknowledges its understanding and acceptance of the terms and conditions set forth in the Agreement. UGC further acknowledges that the signatories below are duly authorized to order the Services provide for the Agreement and to execute this Link Order on behalf of UGC. Fiber Link Order Form

Sl No.

From Station

To Station

Grid Line Voltage Level

Fiber Length(km)

Requested Delivery date

Fiber No.

Color Code

1

2

3

4

Signed by Signed by BdREN Network Engineer UGC/BdREN Consultants/CTO/DO Agreed Link Wise Fiber Testing/Delivery Date

Fiber No.

Color Code

From Station

To Station


Fiber Length (km)

Requested Date

Agreed Delivery Date

Sign of both Parties

L12 30/06/2010 10/07/2010

Schedule A 51

Agreed OTDR “Testing Certification Standard” for Fi ber Characterization:

a) @ 1310 Nanometers, the attenuation shall be no greater than 0.35dB per kilometer b) @ 1550 Nanometers, the attenuation shall be no greater than 0.25dB per kilometer c) Average splice loss at each location will not exceed 0.30dB unidirectional or 0.15dB

bidirectional d) Average insertion loss will not exceed 0.65dB per termination

Based on the “Testing Certification Standard” mentioned above, the commencement date of the satisfactory service or the review date of the service will be organized as follows:

Sl No.

From Station

To Station


Fiber Length

(km)

Commencement date

Fiber No.

Color Code

1

2

3

4

BdREN/UGC’s Approval: Signature: __________________________________ Name:________________________________ Designation:___________________________ Date: ____________________________________

PGCB’s Approval:

Signature: __________________________________ Name:________________________________ Designation:___________________________ Date: ____________________________________

Schedule B 52

SCHEDULE B

DETAILED O & M PROCEDURE

1. Maintenance

Scheduled Maintenance

(a) Routine maintenance and repair including patrol of IRU Assets on a regularly scheduled basis and the CUEs shall be performed under the direction of PGCB, at PGCB’s reasonable discretion.

(b) Routine maintenance of UGC/BdREN’s System, including the equipment. tributaries, different types of transmission media and other related ancillary equipment shall he performed by UGC/BdREN at UGC’s reasonable discretion.

(c) Both the Parties shall keep each other informed of all maintenance activities including information with respect to time, place and approximate probable duration of such Scheduled Maintenance.

Unscheduled Maintenance

Non-routine maintenance and repair, of PGCB’s System (IRU Assets, CUEs etc) and UGC’s System ( Equipment, tributaries, different types of transmission media and other related ancillary equipment etc) shall be performed under the direction of PGCB or UGC/BdREN depending upon the fact of ownership of the respective assets.

Unscheduled Maintenance shall be of two types:

(i) Emergency Unscheduled Maintenance includes activities in response to any fault indication by PGCB’s Operations and Management Center or from the NMC by UGC/BdREN or notification by any third party of any failure, interruption or impairment in the operation of the IRU Assets, or any event imminently likely to cause the failure, interruption or impairment in the operation of the IRU Assets.

(ii) Non-Emergency Unscheduled Maintenance includes acts in response to any potential service-affecting situation to prevent any failure, interruption or impairment in the operation of the IRU Assets.

Each Party shall immediately notify the need for Unscheduled Maintenance to the other in accordance with procedures promulgated by both the Parties. Each Party shall log the time of such Notice, verify the problem and dispatch personnel immediately to take corrective action. After the fault is removed, each Party shall inform the other of the duration of the fault time for each occasion.

In all cases of Scheduled or Unscheduled Maintenance, either Party may seek the cooperation of the other and the other Party shall extend co-operation with respect to the request.

UGC/BdREN shall be solely responsible for all sorts of maintenance of UGC/BdREN’s System for Emergency or Non-Emergency Unscheduled Maintenance.

Both the Parties shall keep each other informed of measures with respect to such Unscheduled Maintenance including providing information with regard to time, place and approximate probable duration of such Unscheduled Maintenance.

2. Operations and Maintenance Center (OMC)

PGCB shall operate and maintain an Operations and Maintenance Center (OMC) staffed by trained and qualified personnel. PGCB's maintenance empolyees shall be readily available in case of need. PGCB shall have its first maintenance employee at the site requiring Emergency Unscheduled Maintenance activity immediately after the time PGCB becomes aware of an event requiring Emergency Unscheduled Maintenance, unless delayed by circumstances beyond the reasonable control of PGCB. Both PGCB and UGC/BdREN shall maintain telephone and fax numbers of the designated contact personnel.

Schedule B 53

Both Parties shall keep each other informed of the personnel as contact point for such Emergency Unscheduled Maintenance activity. PGCB’s OMC personnel shall dispatch maintenance and repair personnel to handle and repair problems detected in the IRU Assets, (i) through UGC/BdREN and upon notification by UGC to PGCB, or (ii) upon notification by a third party.

3. Co-operation and Co-ordination

(a) In performing its services hereunder, PGCB shall take workman-like care to prevent impairment to the transmission continuity and performance of the IRU Assets. The precautions to be taken by PGCB shall include notifications to UGC. In addition, PGCB shall reasonably cooperate with UGC in sharing information and analyzing the disturbances regarding the IRU Assets and/or any related equipment.

(b) PGCB shall notify UGC at least three (3) working days prior to the date in connection with any Scheduled Maintenance. UGC may be present during the performance of any Scheduled Maintenance or Unscheduled Maintenance on request of PGCB. In the event that Scheduled Maintenance is cancelled or delayed for whatever reason as previously notified, PGCB shall notify UGC at PGCB’s earliest opportunity, and shall reschedule any delayed activity at its earliest convenience.

4. Facilities

(a) PGCB shall maintain the IRU Assets in a manner which will permit UGC’s use, in accordance with the terms and conditions of this IRU Agreement, of the IRU Assets and the ancillary equipment required to be provided under the terms of this Agreement.

(b) UGC shall be responsible for providing and paying for any and all installation(s), maintenance of all sorts of telecom transmission equipment, materials and facilities used by UGC/BdREN.

5. OFC

(a) PGCB shall perform appropriate Scheduled Maintenance on the Cable contained in the IRU Assets and in the CUEs in accordance with PGCB’s current preventive maintenance procedures, which shall not substantially deviate from standard industry practice.

(b) PGCB shall maintain sufficient facilities to communicate with UGC during an Emergency Unscheduled Maintenance. When removing any fault or repairing cable, PGCB shall use reasonable efforts to restore discontinuity of service at the earliest possible convenience. It is acknowledged that the repairs so effected may be temporary in nature. In such event, within 15 (fifteen) days after completion of any such Emergency Unscheduled Maintenance, PGCB shall commence its planning for permanent repair, and thereafter shall promptly notify UGC of such plans, and shall implement such permanent repair within an appropriate time thereafter with mutual understanding.

(c) Restoration of fiber(s) not immediately required for service shall be completed on a mutually agreed-upon schedule. If the fiber is required for immediate service, the repair shall be scheduled for the next available opportunity.

(d) PGCB’s representatives, responsible for initial restoration of a cut/damaged OFC, shall carry on their vehicles, the typically appropriate equipment that would enable a temporary splice, with the objective of restoring operating capability as early as possible. PGCB shall maintain and supply an inventory of spare cable or other related transmission equipment as supplied by UGC/BdREN under this Agreement or otherwise in storage facilities maintained by PGCB at strategic locations to facilitate timely restoration.

6. Restoration

a) PGCB shall respond to restore any interruption of service or a failure of the IRU Assets (in any event, an “Outage”) as quickly as possible (allowing for delays caused by circumstances beyond the reasonable control of PGCB).

(b) When restoring a cut OFC or any related equipment in the IRU Assets, the Parties agree to work together to restore all transmission within timeframe as follows:

(i) for fiber break or fault along OPGW — 8 (Eight) hours

Schedule B 54

(ii) for physical breakage of OPGW due to factors beyond either Party’s control — as quickly as per practical requirement

(iii) for fiber break or fault from tower to Communication Room—4 (Four) hours

(iv) for fault in CUEs — 4 (Four) hours

PGCB, promptly upon arriving on the site of the cut or other disruption, shall determine the course of action to be taken to restore the service.

7. Subcontracting

PGCB or UGC may subcontract any of the maintenance services hereunder to any service agent, provided that PGCB or UGC/BdREN shall require the subcontractor(s) to perform in accordance with the requirement and procedures set forth herein. The use of any such subcontractor shall not relieve PGCB or UGC of any of its respective obligations hereunder.

8. Fees and Costs

(a) Scheduled Maintenance Fees: All costs, charges and fees payable for any and all Scheduled Maintenance shall be borne by each Party depending on maintenance responsibility of the Parties.

(b) Unscheduled Maintenance Fees: All costs, charges and fees payable for any and all Unscheduled Maintenance shall be borne by each Party depending on maintenance responsibility of the Parties.

Schedule C 55

Schedule C

INITIAL LIST OF FIBER SEGMENTS TO BE HANDED OVER TO UGC: From Station To Station Length in Km

Kallyanpur Aminbazar 5.289

Aminbazar Hasnabad 23.765

Hasnabad Sitalakhya 13.225

Sitalakhya Madanganj 4.568

Madanganj Haripur 12.348

Haripur Siddhirganj 2.553

Siddhirganj Maniknagar 11.06

Maniknagar B.Bhaban 4.438

Dhanmondi Ullon 5

Ullon Rampura 3.33

Rampura NLDC 0.961

Rampura Gulshan 6

NLDC Bashundhara 6.669

Bashundhara Tongi 10.352

Tongi Uttara 16.045

Uttara Mirpur 9.244

Tongi Aminbazar 27.414

Aminbazar Savar Under Construction

Bidyut Bhaban Mogbazar 3.989

Mogbazar Rampura 4.766

Old Airport Aminbazar Under Construction

Tongi Kabirpur 22.97

Kabirpur Tangail 51.734

Kabirpur Joydevpur 15.58

Tongi Ghorashal 27.46

Ghorashal Ashuganj 45.174

Ashuganj Sirajgonj 165

Sirajgonj Baghabari 40

Baghabari Ishurdi 55

Ishurdi Bheramara 10.695

Bheramara Bottail 24.138

Bottail Jhenaidah 44.12

Jhenaidah Jessore 49.228

Jessore Noapara 28.832

Noapara Khulna (C) 23.684

Khulna (C) Khulna (S) 10.819

Khulna (S) Gallamari Under Construction

Bheramara Faridpur 107.773

Faridpur Madaripur 67.281

Madaripur Barisal 60.786

Barisal Patuakhali 39.701

Barisal Bhandaria 50.984

Bhandaria Bagerhat 40.11

Bagerhat Goalpara 44.68

Goalpara Khulna (C) 2.454

Sirajgonj Bogra (S) 75.195

Bogra (S) Bogra 1.404

Bogra Palashbari 51.478

Palashbari Rangpur 53.42

Rangpur Saidpur 42.588

Schedule C 56

Saidpur Purbasadipur 25.427

Ishurdi Natore 41.7

Natore Rajshahi 37.168

Bogra 132 Natore 60.8

Ishurdi Pabna 18.72

Pabna Shahjadpur 42.361

Shahjadpur Baghabari 5.686

Ashuganj Comilla(N) 82.159

Comilla (N) Comilla (S) 12.985

Comilla (S) Chandpur 63.474

Chandpur Choumuhani 69.93

Choumuhani Feni 33.466

Feni comilla(S) 54.912

Feni Hathazari 87.324

Hathazari Raojan PS 24.043

Hathazari Modonhat 10.916

Modonhat Kulsi 12.496

Kulsi Halishahar 15.04

Madanhat Sikalbaha 17.682

Sikalbaha Shahmirpur 32

Shahmirpur Julda 6.905

Julda Halishahar 7.184

Kulsi Baroaowlia 15.945

Baroaowlia Hathazari 10.314

Ashuganj Kishoreganj 53.562

Kishoreganj Mymensingh 60.807

Ashuganj Shahjibazar 53.501

shahjibazar Srimongal 37.265

Srimongol Fenchuganj s/s 50.12

Fenchuganj s/s Fenchuganj PS 3.917

Fenchuganj PS Sylhet 29.23

Fenchuganj Bibiyana Planned

Bibiyana Kaliakoir Planned

Bibiyana Comilla (N) Planned

Rangpur Rangpur PS 1.285

Purbasadipur Thakurgaon 45.957

Bogra (S) Barapukuria 105

Barapukuria Saidpur 36.235

Bogra Naogaon 45.511

Rajshahi Nawabgonj 48.997

Khulna (S) Satkhira 48.045

Bagerhat Mongla 28.322

Barisal Barisal PS 2.443

Mymensingh Jamalpur 56.331

Mymensingh Netrokona 34.808

Sylhet Chatak 34.005

Kabirpur Manikganj 33.191

Kallyanpur kamrangirchar 11.876

Gulshan PGCB Mohakhali 1.947

Meghnaghat Hasnabad 26

Hathazari Kaptai 47.295

Modonhat Chandraghong 28.133

Sikalbaha Bakulia 7

Sikalbaha Dohazari 32.084

Dohazari Cox’sbazar 89.384

Schedule C 57

Hasnabad Shympur 19.895

Madanganj Munshiganj Under Construction

Total = 3284.087

Schedule D 58

SCHEDULE D

Schedule D 59

University Locations

Schedule E

Schedule Annual Maintenance Charge

Annual Maintenance Charge shall be calculated based on the following formula:

Where,

Annual Maintenance Charge in BDT

=Total cost of International bandwidth subscribed by BdREN in

=10%

Quarterly payment shall be calculated as:

Where,

Schedule E

Annual Maintenance Charge


Annual Maintenance Charge in BDT

=Total cost of International bandwidth subscribed by BdREN in

Quarterly payment shall be calculated as:

Quarterly payment in BDT

60


=Total cost of International bandwidth subscribed by BdREN in BDT.

Quarterly payment in BDTQuarterly payment in BDT

Schedule F

Formula for Determining Amount to be forgone from the Annual Maintenance Charge

Amount to be forgone for a particular year,

Where

=Annual Maintenance Charge in BDT that was defined in Clause 11.2

=Annual committed total link uptime in km

=Annual total link Downtime in km

Here and will be calculated as follows:

Where,

=Summation of OPGW fiber segments used by UGC/BdREN (expressed in km)

=Total hours in a year

=Committed Availability in percentage as defined in Clause 8.1(a);

And

Where, is the particular segment between two Fiber Drop Points

=Distance of interrupted segments between two Fiber Drop Points (expressed in Km)

=Numbers of hours of interruption, during the year in excess of allowed non

corresponding to

Schedule FFormula for Determining Amount to be forgone from the Annual Maintenance Charge

Amount to be forgone for a particular year,


=Annual committed total link uptime in km-hr

=Annual total link Downtime in km-hr

will be calculated as follows:


=Total hours in a year


is the particular segment between two Fiber Drop Points

stance of interrupted segments between two Fiber Drop Points (expressed in Km)

=Numbers of hours of interruption, during the year in excess of allowed non

61

F Formula for Determining Amount to be forgone from the Annual Maintenance Charge




is the particular segment between two Fiber Drop Points

stance of interrupted segments between two Fiber Drop Points (expressed in Km)

=Numbers of hours of interruption, during the year in excess of allowed non-Availability, as Availability, as

Schedule G 62

SCHEDULE G

Bank Guarantee for Advance Payment

To: University Grants Commission (UGC) of Bangladesh Name of Contract: Indefeasible Right of Use (IRU) of One Pair of Dark Optical Fiber of Power Grid Company of Bangladesh Limited (PGCB) from PGCB’s OPGW on Transmission Line Gentlemen: In accordance with the provisions of the Conditions of Contract, Sub-Clause 6.4 (“Terms and Conditions of Payment”) of the above-mentioned Contract, Power Grid Company of Bangladesh Limited (hereinafter called “PGCB”) shall deposit with University Grants Commission (hereinafter called “UGC”) a Bank Guarantee to guarantee his proper and faithful performance under the said Clause of the Contract in an amount of Bangladesh Taka 160,000,000.00 (Bangladesh Taka One Hundred and Sixty Million) We, the __________________, as instructed by PGCB, agree unconditionally and irrevocably to guarantee as primary obligator and not as Surety merely, the payment to UGC on his first demand without whatsoever right of objection on our part and without his first claim to PGCB, in the amount not exceeding Bangladesh Taka 160,000,000.00 (Bangladesh Taka One Hundred and Sixty Million) We further agree that no change or addition to or other modification of the terms of the Contract or of Services to be performed there under or of any of the Contract documents which may be made between UGC and PGCB, shall in any way release us from any liability under this Guarantee, and we hereby waive notice of any such change, addition, or modification. We agree that the maximum amount of this Guarantee shall be progressively reduced in proportion to the completion of the IRU period of 20 (twenty) years. This Guarantee shall be valid until a date 28 days from the date of completion of 60 (sixty) months of the subject Contract. The validity of the this Guarantee will be extended, upon further agreement between UGC and PGCB, till the Termination of the subject Contract which is Expiry of the IRU Term of maximum 20 (twenty) years. Yours truly, Signature and seal: Name of Bank/Financial Institution: Address: Date:

Schedule H 63

SCHEDULE H: FORM OF CHALAN PATRA

CHALLANPATRA (Invoice for Annual Maintenance Charge)

Name of the business Organization

: POWER GRID COMPANY OF BANGLADESH LTD. (PGCB)

Address : IEB Bhaban (New), 4th floor, Ramna, Dhaka 1000.

BIN : ....................................................................

Reference

: Indefeasible Right of Use Contract for One Pair of Dark Optical Fiber between PGCB and University Grants Commission (UGC), 20th June 2011.

Name of the Buyer : Serial number of Chalanpatra:

Address :

Date of issue of Chalanpatra:

VAT Registration : Time of issue of Chalanpatra:

: The date and time of removal

or supply of goods or rendering service:

: Not Applicable

:

Sl No.

Name of goods or Service

Quantity/BW

Value for assessment of supplementary

duty (SD)

Amount of supplementary

duty (SD)

Value for assessing VAT

(Col 4+5)

Amount of VAT 15%

Total value including

(SD + VAT)

1 2 3 4 5 6 7 8

Grand Total Tk.

Total in Words:...................................................................................................

Authorized Signatory

THE PAYMENT TO BE MADE BY PAY ORDER OR CHEQUE IN FAVOUR OF POWER GRID COMPANY OF BANGLADESH LTD. BY _____________

AGREEMENT BETWEEN POWER GRID COMPANY OF BANGLADESH … · POWER GRID COMPANY OF BANGLADESH LIMITED...

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