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STRUCTURE CONSULTANCY AGREEMENT

This Agreement is being made and entered into at Islamabad on this _____ day of March, 2019

BETWEEN

Tameer Art (SMC-PVT.) Limited, a sole proprietorship company incorporated under the
Companies act, 2017 (hereinafter referred to as the “Company”),

AND

M/s. [Insert], a company incorporated under the relevant laws on the subject, with its
registered office at, [Insert] (hereinafter referred to as the “Consultant”).

WHEREAS, the expressions Company and Consultant where the context so requires shall include
their successors in interest, administrators, assigns, nominees, etc. and shall collectively be
referred to as the “Parties” and individually as the “Party”.

AND WHEREAS the Company intends to obtain Structural Design services, including but not
limited to Structural Design & Detailing of DHA Multan’s Mixed Use Commercial Centre,
adjoining car-park, Community Centre & Mosque (as more particularly described below and
hereinafter to be known as the “Services”) from time to time on a non-exclusive basis and the
Consultant has expressed its willingness to render the said services

AND WHEREAS the Consultant warrants that it possesses the required skill, expertise, licenses
and resources to render the Services and that based on the above said representation, the
Company wishes to solemnize the said non-exclusive relationship upon the terms and
conditions as agreed herein below;

NOW THEREFORE THIS AGREEMENT WITNESSETH AS UNDER:

1. Definitions;

In this Agreement, unless there is anything repugnant in the subject or the context may
otherwise require: -

i. Acceptance Test refers to acceptance by the Company of all/any project works,

including but not limited to performance standards, design, procedures, time
periods and specifications of the Services to be undertaken by the Consultant as
may be communicated by the Company from time to time;

ii. Agreement means this Agreement and shall include all Annexures and
Appendices appended hereto or incorporated through reference and/or any
additional/supplemental agreement/document executed at a subsequent stage
in relation to the same;

iii. Services: means the Structural Design & Detailing of DHA Multan’s Mixed Use
Commercial Centre, adjoining car-park, Community Centre & Mosque as per the
Company’s Requirements;

iv. Site Engineer: means a qualified Site Engineer, holding appropriate licenses as
per applicable laws to oversee and supervise the respective Project;

v. Company’s Requirements: means the description of the scope, standard,

specifications, design criteria (if any), architectural work, structural engineering
works, electrical, plumbing and programme of work, completion dates stage
wise or otherwise as included in the Agreement, and any alterations and
modifications thereto in accordance with the Work Request or Work

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Amendment Form as may be submitted by the Company to the Consultant from

time to time;

vi. Work Request: means the Work Request Form as may be submitted by the
Company to the Consultant from time to time on the format as attached
herewith in Annexure A, the same shall only become valid once signed by both
Parties;

vii. Work Amendment Request: means the form to be submitted by the Company to
the Consultant when requesting change in the specifications of Services as may
have been provided in the Work Request form including, inter-alia issuance of
additional instructions, requirement of additional services or deletion of services
previously ordered/undertaken. In case of there being any such changes that
may include addition or deletion of services, then payment/compensation in
respect of such Service under this Agreement shall be revised accordingly as per
applicable Service Fee (defined below). To be effective, all
changes/amendments must be in writing and signed by the Parties. Such writing
will become part of this Agreement upon execution of the same of request for
amendment in the respective work request via a Work Amendment Request as
attached herewith in Annexure B, the same shall only become valid once signed
by both Parties;

(Work Request and Work Amendment Request shall collectivity be referred to

as “Work Specification Documents”)

viii. Site(s): means construction areas in respect of which the Services have to be
carried out as defined in the respective Work Specification Documents;

ix. Service Fee: That in consideration of the Services being rendered by the
Consultant to the Company, the Company shall pay to the Consultant Service
fee as per the payment criteria on the terms and conditions laid out in Annexure
C attached herewith:
x. Project: means the respective work/task as finalized after acceptance of
respective Work Specification Documents

2. That the Consultant undertakes to provide the Services and to comply with the Work
Specification Documents once accepted. Any deviation/variation therefrom shall be
construed as a default in performance of its obligations for which the Company may,
without prejudice to other rights and remedies available, terminate this Agreement
without any liability on its part;

3. That the Consultant shall be liable to pay to the Company charges/compensation at the
rate of 1% per day of value of balance work yet to be executed/completed upto a
maximum of 10% for delay of each day beyond completion date(s) as specified in any duly
accepted Work Specification Documents. However, the same shall not be charged if the
said delay is caused due to instructions/suggestions as directed to be incorporated by the
Company or unforeseen obstruction not envisaged in the normal course;

4. During the duration of this Agreement if the work/task(s) carried out at the Site(s) is/are
found to be defective or not in conformity with this Agreement or any loss that may accrue
to the Company in carrying out the purposes of this Agreement due to the acts/omissions
of the Consultant or its employees etc., then the Consultant shall within seven (07) days
after receipt of a written notice from the Company specifying the defect or non-
conformance thereof, will compensate the Company for such work, material or loss at its
own cost(s). In case the Consultant does not compensate for the work, material or loss
within the above stated period, the Company shall be entitled to liquidated damages in

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the amount of 150% of the total value of the defect, non-conformance and/or repair as
applicable.

5. If Consultant fails or delays to redo Work to the satisfaction of Company, Company may
complete the Work from any third party and any variance to the price shall also be
payable/recoverable from the Consultant via deduction from its running bills.

6. That neither Party may assign or transfer its rights or obligations under this Agreement
without prior written consent of the other Party, which may not be unreasonably
withheld unless it is the Company who may wish to assign the said services to another
party of its choice in its sole discretion;

7. That if so desired by the Company the Consultant shall immediately remove from the
Project any employee, agent or sub-Consultant of the Consultant or any employee of such
agent or sub-Consultant, who in the opinion of the Company is incompetent, misbehaves
or is negligent in proper performance of his duties or whose employment is otherwise
considered by the Company to be undesirable. Further, the Consultant shall in no event
re-hire or permit to be re-hired such person without prior written approval of the
Company;

8. That the Consultant shall be liable for the acts of omission or commission of sub-
Consultant(s), if any, or any other person thereof while performing their work, or for any
failure on their part to carry out the work in accordance with this Agreement;

9. That the Consultant shall prepare and submit to the Company necessary suggestions to
incorporate changes in the Project, which are not inconsistent with the objective of the
Company. However, the same may either be accepted or rejected by the Company in its
sole discretion;

10. That if any changes, suggested by the Consultant and as such incorporated by the
Company, require an increase in the cost of the Project then the same shall first be
submitted in writing to the Company by the Consultant for consequent written approval
otherwise the Company shall not be liable to pay such additional cost;

11. That, for the purpose of Top Supervision, the Consultant shall appoint a qualified Site
Engineer of his office so as to supervise the construction to be undertaken at the Site with
due diligence and responsibility and the said employee of the Consultant shall be an
expert professional and the Consultant shall remain liable for his acts of omission and
commission. Further, the Consultant may replace the said Site Engineer with prior written
approval of the Company or the Site Engineer can be removed pursuant to Clause 7 of this
Agreement and replaced with another qualified Site Engineer. Consultant’s Site Engineer
will (i) have authority to take all actions required and make all decisions under this
Agreement; and (ii) all directions given to Consultant’s Site Engineer by Company will be
as binding as if given to Consultant;

12. That the Company shall designate a Project Manager who shall act as the representative
of the Company during the currency of this Agreement, however, the Company may
change the said representative at its discretion without notice to the Consultant;

13. Any of the Consultant’s personnel performing services under this Agreement, shall remain
the employee of the Consultant. The Consultant shall be solely responsible for EOBI, Social
Security contribution and education payments with respect to its Personnel providing
Services to the Company. Company shall not be responsible for non-compliance by the
Consultant to any of the applicable laws in respect to its personnel. The Consultant must
submit monthly payment receipts of such payments to the Company and failure to submit
such receipts will result in deduction of amount from the final settlement.

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14. That if any portion(s) of the Project is/are deleted or otherwise not undertaken, payment
for such portion shall be payable to the extent that services are performed on such
portions only by the Company to the Consultant in absolute discretion of the Company;

15. That payment(s) as described hereinabove shall be made through cross-cheque or

mutually agreed upon mode of transaction upon presentation by the Consultant to the
Company of detailed invoices supported through requisite documentation;

16. That all payments shall be subject to statutory taxes in accordance with the laws
applicable on the subject works under the laws of the Islamic Republic of Pakistan;

17. That in the eventuality that the Company suspends this Agreement, either in whole or in
part, then the Consultant shall only be compensated/paid for the work that is completed
till such time and any claim including but not limited to opportunity cost, shall not be
permissible/entertained by the Company. The Consultant undertakes to refund forthwith
all outstanding/unutilized payments received by it on first demand of the Company;

18. That for the purpose of this Agreement, all correspondence shall be addressed by the
Parties at the addresses as provided in this Agreement and the same shall be deemed to
have been served if sent through Courier and/or ;email;

19. That unless otherwise agreed to in writing acceptance of all the Services rendered shall
be conditional upon those having successfully completed all Acceptance Tests by the
agreed date for completion and the Consultant having performed all actions/work
required under/by this Agreement as of such date;

20. That an event of default shall be deemed to have occurred if:

a) any representation or warranty made by the Consultant under or in connection with

this Agreement shall prove to have been incorrect in any material respect when
made;

b) the Consultant fails or neglects duly and punctually to perform and observe any
undertaking/obligation/work/task to be performed under this Agreement or to
comply with an accepted Work Specification Documents ;

c) the Consultant unreasonably (as may be decided by the Company) refuses to or

delays the acceptance of Work Specification Documents

d) the Consultant is declared bankrupt/insolvent whereafter the Company shall be the

preferred creditor of the Consultant;

e) it is or becomes unlawful for the Consultant to perform or comply with any one or
more of its obligations under or in connection with this Agreement;

f) any event occurs or circumstances arise that may give in their sole discretion, the
Company ground(s) for believing that the Consultant may not be able to perform or
comply with any one or more of its obligation(s) under or in connection with this
Agreement;

g) the Company fails to make undisputed payment(s) to the Consultant upon due
completion of work/task/stage as certified by the Project Manager;

21. That if one Party defaults in performance of any of its obligations under this Agreement
and:

(i) The default is capable of being remedied, and, within fifteen business days of
notice by the non-defaulting Party specifying the default, is not remedied; or

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(ii) The default is not capable of being remedied;

The non-defaulting Party may immediately terminate, or temporarily suspend

operation of this Agreement until the default is remedied, at its sole discretion;

22. That in addition to any other remedy, the Company may terminate this Agreement
immediately, in whole or in part, on giving notice:

(i) If the Consultant fails to render the Services as agreed to between the Parties;

(ii) If the Company gives notice to Consultant to terminate this Agreement, with or
without reason, the Company may, in addition to terminating this Agreement
recover any sums paid to the Consultant on any account or for services that have
not been performed or completed;

23. That if for any particular reason related to professional competence, skill etc., the
Consultant is unable to undertake the Project and/or comply with an accepted Work
Request or Work Amendment Request as envisaged in this Agreement, then it shall be
the sole discretion of the Company to proceed further in the manner as it may deem fit
and may cancel any payment(s) for unfinished work;

24. That the Company based on its just reasoning may at its discretion either terminate this
Agreement in whole, or may terminate this Agreement in respect of those parts of the
Agreement which can be severed from the remainder and which provides for
performance of those obligations which the Consultant has not performed.

25. That the Consultant’s liability to the Company arising out of any claim for damages for any
cause whatsoever shall under no circumstances exceed in aggregate the total amount of
the sums actually paid by the Company to the Consultant for services which gave rise to
the claim;

The foregoing limitations of liability will not apply in the event of (i) the negligent or wilfull
acts or omissions of the Consultant or its agents; (ii) violation by the Consultant or its
agents of a third party’s intellectual property rights; and/or (iii) breach by Consultant or
its agents of the confidentiality obligations set forth in this Agreement.

26. That the Consultant hereby commits to provide the Company with any additional
information that the Company may require in order to satisfy any authority/department
i.e. sales tax, labour, construction, etc. at any point in time even after completion of the
Project;

27. That the Consultant shall strictly adhere to and comply with all safety
regulations/precautions as prescribed by the Company from time to time;

28. That the Consultant warrants that:

(i) all work/services carried by it shall be free from all defects and shall be
performed in a safe/skilful manner;

(ii) it shall comply with all the applicable laws, rules, regulations and orders;

(iii) the Project, when completed shall be in accordance with this Agreement, and
shall reflect high professional standards;

(iv) title to all Plans, drawings, Images, 3D Renders, documents, Bill of

Quantities, Engineer Estimates, Tender Documents Elevations and such
other Project specific creations for the purposes of the Company shall, upon
payment, pass on to the Company free from lien(s), claim(s), security
interest(s) or encumbrance(s), etc.;

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29. That neither Party shall be liable for any act, omission, or failure to fulfil its obligations
under this Agreement if such act, omission or failure arises from any cause reasonably
beyond its control including acts of God, strikes, lockouts, riots, acts of war, epidemics,
governmental action after the date of execution of this Agreement, fire, communication
line failures, power failures, earthquakes or other disasters classified as force-majeure;

30. That the Party unable to fulfil its obligations due to force majeure shall immediately:-

(i) notify the other Party in writing of the reasons for its failure to fulfil its
obligations and the effect of such failure;

(ii) use all responsible endeavours to avoid or remove the cause and perform its
obligations in the best of manner possible;

If the force majeure continues for fifteen (15) days or longer, Company will have the
right to immediately terminate the Agreement upon written notice to Consultant.

31. That the Parties undertake to resort to an amicable resolution of any dispute, controversy
or claim arising out of, relating to, or in connection with this Agreement before
approaching a court of law, as under:

(i) The dispute, controversy or claim will be resolved through direct informal
negotiations. All negotiations conducted for amicable resolution (and any of the
Parties’ submissions in contemplation hereof) shall be kept confidential by the
Parties and shall be treated by the Parties and their respective representatives
as compromise and settlement negotiations and not subject to discovery or
disclosure in any subsequent arbitration or other legal proceeding with respect
to such dispute.

However, if any such dispute cannot be settled amicably the same shall, within fifteen
(15) days from the date that either Party informs the other in writing that such dispute
exists, be decided in accordance with The Arbitration Act, 1940 and the location for
arbitration shall be in Lahore. The provisions herein contained shall not operate as a bar
if in the opinion of the affected Party it is appropriate to approach a Court of competent
jurisdiction.

32. Any notice, demand, request or other communication to be given under the terms of this
Agreement may be served by sending the same by return receipt requested registered
post to or leaving the same at the addresses listed below:

If to the Company:

Waqas Arshad
COO
Tameer Art (SMC-PVT.) Limited,
667, Sector Z,
DHA Phase III,
Lahore.

If to the Consultant:

Name:

Address:

or such other addresses as specified from time to time in writing by the Company and
the Consultant.

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33. Consultant agrees to submit to Company, advertising, sales promotion and other publicity
matter relating to the services provided under this Agreement by Consultant wherein
Company’s or its divisions' or subsidiaries' names, trademarks, or product names are
mentioned or used, and Consultant further agrees not to publish or use such advertising,
sales promotion or publicity matter without Company's, as applicable, prior written
approval, which approval will be at Company’s sole and unfettered discretion.

34. Consultant shall abide by all laws applicable to it as an employer of its personnel and shall
maintain all such records and file returns, including but not limited to the Employees
Old-Age Benefits, Social Security, education cess, insurance etc.in connection with their
employment as may be required by any law for the time being in force. The Consultant
will be solely responsible and liable for death and any accidental or bodily injury sustained
by any of the employee of the Consultant in the execution of Services and for the payment
of any compensation, statutory or otherwise. The Consultant hereby undertakes to
indemnify The Company against all claims, demand and losses cost or expenses suffered
or incurred by the Company in connection with the Services received under this
Agreement.

35. The Consultant shall comply with the local Prevention of Corruption Act and any other
and all laws applicable governing corrupt practices, at all times. The Consultant shall also
comply with any Anti-terrorism laws applicable to them.

36. Each party must take precautions to prevent its respective personnel, employees,
subConsultants, or agents from making, receiving, providing or offering any substantial
gifts, extravagant entertainment, payments, loans, or other considerations to the
employees of the other party and/or their families and/or any third parties in connection
with this Agreement.

37. The Consultant shall, upon completion of their work as defined in Work Request, issue an
instrument, taking complete responsibility of all plans, drawings, images, 3D Renders,
documents, Bill of Quantities, Engineer Estimates, Tender Documents, Elevations and
such other Project specific creations; indemnifying the Company of any errors, omissions
and/or mistakes in the said project specific creations.

IN WITNESS WHEREOF, the parties hereto have set their respective hands to these presents in
the presence of the witnesses hereunder mentioned on the date and place first above
mentioned

On behalf of the Company On behalf of the Consultant

Faisal Riaz Name:

Director / CEO Designation:
Tameer Art (SMC-PVT.) Limited [Insert]

Witnesses:

1. 2.

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ANNEXURE ‘A’
(INDICATIVE ONLY)
Article 1: WORK REQUEST
Article 1.1: EXTENT OF SERVICES & STAGES OF WORK

Stage 1 - Preliminary Structural Plans & Details

a. Based on the Architectural Documents receive from the Company, proceed to
develop the preliminary structural plans and all necessary documents
b. Submit all required structural documents and plans, to the Company, in order
to obtain permission from the Company, to proceed further.

Stage 2 – Final Structural Plans & Details

a. Prepare Final Structural Plans & Details based on the approved Preliminary
Structural Plans & Details.
b. Submit all required final structural documents and plans, to the Company, in
order to obtain permission from the Company, to proceed further.

Stage 3 – Tender Documentation

a. The Consultants will prepare Bill of Quantities, Engineer Estimates, Proposed
Work Schedule on Primavera and Project/Material Specifications based on the
approved Final Structural Plans & Details from The Company.
b. Prepare Tender Documents and Tender Conditions for the execution of the
Project.

Stage 4 – Technical Top Supervision

a. The Consultant shall carry out Top Supervision through up to 15 visits and
provide a report for every visit. However if client requires more visits, The Client
will pay actual expense incurred against out of pocket expense per visit, for
additional visit throughout the duration of The Project.

Article 1.2 : TIMELINE

The Project will be completed in following phases:

Phase 1 – DHA Multan Mosque

All work, as defined in Article 1.1, regarding DHA Multan Mosque shall be completed
and submitted no later than, closure of business, March 15, 2019.

Phase 2 – DHA Multan Mixed Use Commercial Centre & Community Centre (Civil)
All work up-till Tender Documentations & Tender Conditions of DHA Multan Mixed Use
Commercial Centre & Community Centre, limited to grey structure and civil work but
inclusive of all prerequisite documentations and plans, shall be completed and
submitted to the Company no later than, closure of business, March 25, 2019.

Phase 3 – All Remaining Work

All remaining work under this agreement, excluding Top Supervision shall be completed
and submitted to the Company no later than, closure of business, April 8, 2019.

Phase 4 – Top Supervision

As needed and requested.

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ANNEXURE ‘B’

Article 2: WORK AMENDMENT REQUEST (Format)

Sr.
Work Request Reference Original Work Request Work Amendment
No.
1
2

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ANNEXURE ‘C’

Article 3 : FEES FOR CONSULTANCY SERVICES

Article 3.1 : REMUNERATION FOR STRUCTURAL CONSULTANCY SERVICES

a. The Company shall pay the Consultant for the consultancy services as described a fee
of PKR 10 per Square Feet.
b. Project Size: Approximately 500,000 Square Feet
c. Total consultancy service fee for the project would be PKR 5,000,000/-, inclusive of tax
(“Remuneration”).
d. The final total remuneration would be dependent on the final project size and
adjustment payment will be calculated at the time of Top Supervision payment.

Article 3.1.1 : SCHEDULE OF PAYMENT FOR STRUCTURAL CONSULTANCY SERVICES.

10% of remuneration
I Advance
as agreed under 3.1
20% of remuneration
II Phase 1 – DHA Multan Mosque
as agreed under 3.1
Phase 2 – DHA Multan Mixed Use Commercial 35% of remuneration
III
Centre & Community Centre (Civil) as agreed under 3.1
20% of remuneration
IV Phase 3 – All Remaining Work
as agreed under 3.1
15% of remuneration
V Phase 4 – Top Supervision
as agreed under 3.1

Article 3.2: REMUNERATION FOR TENDER DOCUMENT DEVELOPMENT

a. The remuneration for development of all Tender Documents, as requested and/or
desired by the Company, shall be PKR 500,000/-.
b. The payment for Tender Document Development shall be made in complete when the
Company considers the submitted Tender Documents to be complete and sufficient.

Article 3.3: REMUNERATION FOR WORK-SCHEDULE DEVELOPMENT

a. The remuneration for development of Work-Schedule, on Primavera, as requested

and/or desired by the Company, shall be PKR 250,000/-.
b. The payment for Work-Schedule Development shall be made in complete when the
Company considers the submitted Work-Schedule to be complete and sufficient.

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