TUL2 - Contrae!

FFSM I CIHSA - LOUVERS INSTALLATION

Agreement

TUL2

MEXICO

CONTRACT

Fives FCB Services Mexico S.A de C.V

-
Construccionnes Industriales Hurtado S.A. de C.V

Louvers Insta!'9n
)%1 #

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TUL2- Contrae! FFSM / CIHSA- LOUVERS INSTALLATION
Agreement

AGREEMENT
BETWEEN:
Fives FCB Services Mexico SA de CV established
Plinio 118E Col. Polanco Secdon llI
Delegacion Miguel Hidalgo
11540 DF,
Mexico
represented by Mr lacques Olivier Bou, having complete power in all that concerns
the
present Contract.
Herein alter called FFSM as the first party
ANO:
CIHSA established
Carretera Vito Atotonilco S/N, Atotoniclo de Tula, State of Hildago, CP.42980
Mexico
represented by Melion Cesar Hurtado Altamirano, having complete power in all
that concerns the present Contract.
Herein alter called the "C;;;r;

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It is hereby stated:
That Fives FCB has signed a contrae! with Trituradora y Procesadora de Materiales Santa
Anita S.A. de C.V., hereafter called the Owner, to design, procure, supply, execute, install,
commission and complete on a turnkey basis the new 3300 tons clinker per day extension line
in the Tula Plant located in the municipality of Atotonilco de Tula, State of Hidalgo, Mexico.
The contrae! between Fives FCB and the Owner is herein called the "Main Contrae!".
FFSM is the Mexican substidiary of Fives FCB.
The contrae! between FFSM and the Contractor is herein called the "Contrae!".
That FFSM intends to entrust the Contractor with the execution of installation works of the
Louvers necessary for the realization of the project as defined in the present contrae!
documents.
The contract between FFSM and the Contractor is herein called the "Contrae!".
That the Contractor undertakes the execution of the installation works of the Louvers
defined in the Contrae!, until their final completion against the payments made by FFSM. The
Contractor agrees, with neither restriction nor reservation, to accept all obligations defined in
the Contrae! and its annexes.
Works shall mean the scope of works as defined in the relevant Contrae! documents. It is
understood and agreed between the parties that the word "work" or "works" shall always
refer to the "Works" as defined above.

ARTICLE I: EXTENT OF THE AGREEMENT

The extent of the agreement is to define the obligations of FFSM as the first party and of the
Contractor as the second party, and all the conditions concerning the execution of the
installation works of the Louvers necessary for the construction of the works subject to the Main
Contra et.

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ARTICLE II: SCOPE OF WORK

II.1. The Contractor's general responsibilities

The Contractor's responsibilities shali include ali provisions for labour, equipment, materials,
duties and works of ali kinds and nature.

II.2. List of installation works

The installation works include the execution of ali works of the following buildings:

Instaliation of ten (10) Louvers in the building "Preheater" 36A

Instaliation of fourteen (14) Louvers in the building "Truck Loading" 63A
Instaliation of fourteen (14) Louvers in the building "Coal Grinding" 70A
Instaliation of five (5) Louvers in "Water Networks" 748
Installation of sx (6) Louvers in the building "Compressor Room" 77C

The works include the execution of:

Delivery and storage on site of the Metallic Louvers.
Instaliation of the Louvers with the supply of ali necessary nuts and bolts and ali kind
of fixtures needed for the installation of the Louvers.
Necessary manpower, supervision and safety
Ali kind of cranes and lifting equipments needed for the instaliation of the Louvers.

II.3. Contract documents

The documents listed hereafter shali be deemed to form part of and shall be read and
construed as part of the Contract:
The present Agreement
The foliowing annexes:
Annex a : Ust of Drawings dated 14th of December 2016 and Construction
Programme
Annex b : Quotation CIHSA dated 13th of December 2016
Annex e: HSE plan

The Contract together with the annexes shall be read as one document, the contents of which,
in the event of ambiguity or contradiction, shali be given precedence in the order listed above.

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ARTICLE III: GENERAL OISPOSITIONS

III.1. Electricity for the site

The Contractor shall provide and maintain, at its own cost, a proper and sufficient electrical
power supply for its works.

III.2. Ouality Control

Toe Contractor shall appoint a ful! time qualified and dedicated Quality Control Engineer (QCE)
who will have no other duties than to ensure that the works are constructed in accordance with
the Contract.

III.3. Safety Control

Toe Contractor shall appoint a ful! time qualified and dedicated Safety Control Engineer (SCE)
who will have no other duties than to ensure that the works are constructed fully in accordance
with the specifications of the Contract, the local regulations, the safety manual and standards
imposed by FFSM, the Owner, the interna! regulations of the plant, and the Contractor's own
safety rules.

ARTICLE IV: OBUGATIONS ANO RESPONSIBILITIES OF FFSM

IV.1. Oesiqn - Execution drawinqs

FFSM shall provide to the Contractor the detailed execution drawings far ali works in
accordance with the Construction Programme.

ARTICLE V: OBLIGATIONS ANO RESPONSIBIUTIES OF THE CONTRACTOR

v.1. Responsibilities
Toe Contractor shall have the ful! and entire responsibility for the execution of the works. Toe
Contractor shall execute and complete the works in accordance with the Contract, and shall
remedy any defect of the works.
Such responsabilty of erection of the works include:
Delivery on site of the Louvers,
Toe necessary adequate equipment for unloading and handling of the Louvers,
including cranes.
Toe installation of the Louvers according to the drawings, with respect to the
priorities mentioned in the List of Drawings.
Toe provision of ali kind of nuts and bolts, tools, and generally ali the necessary
fixtures and equipments needed for the execution of the works.
Topogaphy,

Work#}?;J/

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V.2. Enqaqement of labour

The Contractor shali make his own arrangements far engagement of ali staff and labour, local or
otherwise, needed for the fulfilment of his obligations and far the transport, housing, feeding and
payment thereof in accordance with the local laws and regulations as weli as with the
requirements of FFSM.
The Contractor shali make his own arrangements to obtain in due time any visas, permits,
authorization, and the likes requested or needed.
The Contractor shali use the Union of the Cement Industry as Sindicato de Trabajadores de la
Industria del Cemento, Cal, Asbesto, Yeso, Envases y sus Productos Similares y Conexos de la
Repblica Mexicana - Representative: C. FELIPE SOSA CASAS
The Contractor shali put labor in quality and in quantity to perform its works in safety, quality
and in due time.

V.3. Supply of material

No permanent material is included in the Contractor's scope of supply, except bolts and nuts.
The Contractor shali make its own arrangements for the supply of ali materials, goods,
supplies, or equipment, of ali consumables (welding rods; gas; etc ... ), in due time, in sufficient
quantity, including necessary contingencies, and quality, whatever their origin, necessary far the
execution of the works and contractual obligations within the Construction Programme, and in
accordance with local laws and regulations.
The Contractor shall have cleared ali works and surroundings of any scaffolding, equipment,
material and the likes at the dates of the end of erection works mentioned on the Construction
Programme

V.4. Contractor's Staff on site

The staff of the Contractor shall be in quantity and quality which may be increased according
to the requirements of the works and the Construction Programme.
Otherwise the Article XIII of this Agreement "Default of the Contractor" will be applicable.
V.5. Contractor's Equipment on site

Otherwise the Articl#;/ 7 the Contractor" will be applicable.

The Contractor's equipment on site shall be in quantity and quality which may be increased
according to the requirements of the works and the Construction Programme.
of
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ARTICLE VI: PRICE AND CONDITIONS OF PAYMENT

VI.1. Content of price

The works will be paid by the application of unit rate stated in the Annex b: Quotation dated
13th of December 2016, to the actual weight installed, measured according to drawings and the
method specified in the present contract documents.
The Contractor agrees that the unit rates include ali expenses, dues, duties, taxes (except
VAT} and the likes and provisions for all labour, material, equipment, temporary works,
transport, temporary installations, consumable, overheads, profits, and generally for everything
that is necessary to fulfil the Contract obligations, as well as any expense whatsoever,
necessary for the execution, completion and remedying defects of the works.
The Contractor accepts these prices without any reservation, as sufficient to cover all
obligations and expenses resulting from the present Contract including overhead expenses and
profit, taxes, duties and so on ... except VAT.

VI.2. Provisional character of guantities

The quantities stated in the Annex a: List of Drawings dated 14th of November 2016 and
Construction Programme, are provisional and approximate, and cannot be considered by the
COntractor as accurate quantities to be executed according to this Contract. These provisional
quantities cannot be used to limit or restrict, in any way, the scope of the works to be carried
out.
FFSM is entitled to increase, decrease, delete or add works, and none of these variations can
void this Contract.

VI.3. Estimated Contract price

The estimated Contract price obtained by application of unit rates to the estimated quantities of
the List of Drawings dated 14th of November 2016 and Construction Programme (annex a) is:
10.527,90 USD (Ten thousand five hundred twenty seven Dollars US and ninety
cents).
VAT will be invoiced in addition.

VI.4. Firm and fixed unit rates

Unit rate in the Annex b: Quotation dated 13th of December 2016, is firm and fixed rate with no
escalation.

VI.S. Terms of payment

100% at the completion of the works
No payment will be made for delivery of equipment on site.

VI.6. Invoices Payment

The payment to the Contractor will be made as follow:
o the invoices will be paid by FFSM to the Contratcor in USD 30 days alter receipt by
FFSM of the corresponding in)';tch amount have been previously approved by
FFSM throug rr by the Contractor.

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ARTICLE VIII: PROGRAMME ANO PENALTIES

VIII.1. Construction Proqramme

The works shall be carried out according to the Construction Programme made and agreed at
the signing of this contract {Annex a).
The Construction Programme is a contractual commitment between the two parties to the
Contract regarding the time schedule and penalties.

VIII.2. Rate of progress

lt is understood and agreed by the Contractor that if in the opinion of FFSM, the rate of
progress is too slow to complete one or several parts of the works according to the Construction
Programme , FFSM or its representative may require the Contractor to take such steps that
FFSM, at its sole discretion, considers necessary to expedite the completion of the works,
including, but not limited to, an increase in the Contractor's labour force and personnel, an
increase in hours of work or overtime work (including double or triple shifting), the employment
of additional equipment and tools, and such other measures FFSM considers necessary. The
Contractor undertakes to implement these measures required by FFSM.
It is agreed that all such steps taken by the Contractor, whether required by FFSM or not, to
expedite progress as aforesaid shall be entirely at the Contractor's own expense.
Should the Contractor be unable or refuse to take the required measures to expedite the
completion of the works, FFSM will take any necessary measures including hiring of personnel
and/or equipment or complete subcontracting of part of the work. Corresponding expenses plus
coordination will be charged on the Contractor's account.

ARTICLE X: RESPONSIBILITIES ANO INSURAN CE

X.1. Responsibilities of the Contractor

For the entire duration of the works, the Contractor will be entirely responsible for keeping in
good condition both the permanent and temporary works. In case of loss, damages or
deterioration of the works or all that is necessary for the execution of the works due to
whatever reason (other than those caused by others), the Contractor shall carry out all
necessary repairs, at its own expense, in order to deliver the works in good condition complying
with the Contract.
The Contractor will also be responsible for damages that may be caused by it to the works.

X.2. Insurance of the works: Ali Risks policy

The Contractor must obtain an AII Rlsk Policy, issued by a reputable insurance company in
Mexico approved by FFSM, covering the Contractor's equipment (i.e. all of the Contractor's
apparatus, machinery, vehicles and other things required for the execution and completion of
the Works and the remedying of any defects during Defect Liability Period), for not less than
the full replacement value, including delivery to the Works Site. Far each item of such
Contractor's equipment, the insurance shall be effective while it is being transported to the
Works Site and until it is no longer required as Contractor's Equipment. .
The Contractor shall prepare, within the time requested by the insurance company, any
application, estmate and the likes and more generally any document required by the insurance
company in case of cl //

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X.3. Damages to persons and property

The Contractor shall indemnify and hold FFSM and/or its directors, officers, employees, and
representatives harmless from ali consequences of any loss or claim in respect of death, injuries
or damage to any person or any property whatsoever which may alise during the works.
Toe Contractor shall also indemnify and hold FFSM and/or its directors, officers, employees
and representatives harmless from ali daims, proceedings, damages, costs, charges and
expenses whatsoever arising out of the execution of the present contract.

X.4. Public Liability Insurance

The Contractor undertakes to take out and/or to maintain until the End of the Defect Liability
Period FFSMa commercial general liability insurance policy covering third party liability (public
liability) for a limit of not less than the equivalen! of 500 000 USD (five hundred thousand US
Doliars) per claim (on the understanding that this sum does not limit the Contractor's liability)
Such insurance shali be taken from a reputable insurance company of Mexico approved by
FFSM and in terms also approved by FFSM, in accordance with the provisions of the Contract.
Before starting the works, the Contractor shali provide FFSM with the insurance policies, the
corresponding certificates of insurance and proof of the payment of the insurance premiums.
The mnimum amount of the Third Party Insurance shall not be less than 500,000 USD (five
hundred thousand US Dollars) per event. The amount of the deductible shall not exceed 50 000
USD. For the avoidance of doubt, nothing herein shall be construed as to limit the liability of the
Contractor to the amount stated herein.
lt is agreed that nothing contained herein shall prevent FFSM or its directors, officers,
employees, and representatives from exerting their rights of recourse against the Contractor
or its insurance company in this respect.

X.S. Accident or injuiy to workmen

FFSM shall not be liable for or in respect of any damages or compensation payable at law in
respect or in consequence of any accident or injury to any workman or other person in the
employment of or under the control of the Contractor or any of its subcontractors, unless such
damage results from an action or a fault of FFSM or its subcontractors, agents or employees.
The Contractor shall indemnify and keep indemnified FFSM against ali such damages and
compensation and against ali claims, proceedings, costs and expenses whatsoever in respect
thereof or in relation thereto.

X.6. Insurance against accident to workmen

Toe Contractor shall insure ali its employees, labourers, workmen in accordance with the local
laws applicable and shall comply with existing local labour laws, regulations and standards and
shall satisfy itself that its subcontractors are insured in the same way.
lt is agreed that nothing contained herein shall prevent FFSM or its directors, officers,
employees and representatives, from xertig their rights of recourse against the Contractor or
its insurance company in this respect.

/%/

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ARTICLE XIII: DEFAULT OF THE CONTRACTOR

l. In case of serious default of the Contractor regarding his contractual obligations, including
but not limited to:
Non delivery of bonds/guarantees/letters of credit in due time to FFSM;
Not obtaining the required insurance polides as mentioned under Article X in due time
to FFSM.
Stoppage of the works without written agreement from FFSM;
Insuffcient progress of the works in the opinion of FFSM;
Permanent and ftagrant refusal to carry out its obligations or insuffciencles equivalent
to such refusal;
Insuffdent staff, skilled or general labour or insuffcient construction equipment in
quantity or quality.
2. Or if the Contractor shall become bankrupt or shall go into liquidation or shall be subject to
the rule of Court.
In such cases, FFSM may, after giving seven (7) days notice to the Contractor sent by
personal service or through courier with acknowlegment, and without any other formality, enter
upen the site and the works and expel the Contractor therefrom without thereby voiding the
Contract or releasing the Contractor from any of hs obligations or liabilities under the
Contract.
FFSM may complete the works or may employ any other contractor to complete the works,
using fer this completion as much of the Contractor's equipment and site installations,
temporary works or materials on site as are deemed to be reserved exclusively fer the
execution of the works under the provisions of the Contract, even though they are the
Contractor's property.
Toe Contractor cannot either interfere in the execution of the Contract with the new
Contractor or stop its progressing fer any reason. Finally, a statement of the amount of works
executed by the Contractor shall be made under the certificate of an expert. This amount will be
the basis of the settlement.
In addition, FFSM reserves its rights to assert its claims to damages resulting from the

/J1f' r
stoppage of the works in progress and from the new,g9ins under which the works must be
completed.

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ARTICLE XIV: SETTLEMENT OF DISPUTES

XIV.1. Disputes between FFSM and the Contractor

In the event of any dispute arsng out of or n connecton wth the present contract, the partes
shall first refer the dispute to proceedings under the ICC Mediation Rules. If the dispute has not
been settled pursuant to the said Rules within [45) days following the filing of a Request for
Mediation or within such other period as the parties may agree in writing, such dispute shall
thereafter be finally settled under the Rules of Arbitration of the International Chamber of
Commerce by one or more arbitrators appointed in accordance with the said Rules of
Arbitration. Toe place of arbitration shall be in Paris.

ARTICLE X V : LANGUAGE AND LAW GQVERNING THE CONTRACT

Toe language of the contract is the English language.
Toe Contract shall be governed by the French Law.

ARTICLE XVI : EFFECTIVENESS OF THIS AGREEMENT

This Contract shall be effective at the d' its signing by both parties.

pt7/

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TUL2 - Contrae! FFSM I CIHSA- LOUVERS INSTALLATION
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Made in 2 originals in Tula on 1st11 of December, 2016

For FFSM

Mr Jacques Olivier Bou

As Witness

Mr Gilles Cojean
Operation Director of Fives FCB

AsWitness

Mr Sylvain CORRE Erection

Manager of Fives FCB

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 Construcciones Industriales Hurtado S.A. de C.V.

CIHSA

Atotonilco de Tula, Hgo. martes, 13 de diciembre de 2016

Atn: COUDEVILLE GAUTIER

FIVESGROUP

Ultmate machines

Ultmate Factory

Por medio de la presente le envo un cordial saludo y a la vez pongo a su consideracin la siguiente cotizacin
por montaje de Louvers, incluye tornillera y servicio de gra cuando sea necesario.

La cantidad de $1.5 Dlares x Kilo.

Notas:

1. los precios anteriores son ms LV.A. al facturar

2. Se requiere pago por adelantado.
3. El precio puede variar de acuerdo al tipo de cambio

Sin ms por el momento me despido de usted quedando a sus rdenes para cualquier comentario.

Atentamente _y/--
Meliirano

Carretera Vrto-Atotonilco S/N. Atotonilco de Tula, Hgo. CP. 42980 Tel.: (01) 77873 51858 Cel.: 773 103 4889
E-mail. cihsa@hotmail.com www.cihsa.com.mx