AGREEMENT ON TESTING MATERIALS

This Agreement is made and entered into this 06 June of 2022 to be treated as the
effective date, by and between

1. the BCL Associates ltd. with an office located at Noorani Tower (2 nd flloor), 1
Mohakhali C/A, Bir Uttam A K Khandoker Sarak, Dhaka 1212, Bangladesh
duly represented by AKM Fazlul Haque, Director

And

2. the DDC with an office located at: DDC Center, 47,Mohakhali C/A, Dhaka-
1212 duly represented by Dr. Nehal Uddin, Sr. Geotechnical Expert

Together hereinafter referred to as the “Parties” or individually as “Party”

This is made under the scope of works of the WeCARE Project.

WHEREAS, DDC is operating a Material Testing laboratory which performs various

tests and examinations of material for the purpose of providing information for the
design, investigation, Quality Assurance of materials, or the assessment of materials
conditions; and

WHEREAS, Director, BCL Associates ltd of said project desires to obtain the
services of DDC on the terms and conditions set forth herein; and

WHEREAS, BCL Associates ltd and DDC desire to provide a full statement of their
respective rights, obligations, and duties in connection with the performance of
services hereunder;

WHEREAS, this Agreement is of mutual interest to BCL Associates ltd and DDC,
and is consistent with the objectives of consultancy, training, and research.

NOW, THEREFORE, in consideration of the mutual covenants and agreements

contained in this Agreement, the parties agree as follows:

1. DDC’S SERVICES

i. Upon receipt of field samples from the said project, DDC shall conduct
Testing, analysis and provide BCL Associates ltd with Test reports. DDC will not
modify or change said protocols without the prior written consent of BCL Associates
ltd.

ii. DDC will maintain adequate records so as to allow BCL Associates ltd to
conduct an audit of testing services relative to the Statement of Work as set forth
and hereby incorporated into this Agreement. BCL Associates ltd shall advise DDC
in writing of any special or unusual record-keeping needs for its study and DDC will
use its best efforts to accommodate BCL Associates ltd.’s requirements. DDC
agrees to maintain said records in confidence in accordance with applicable laws,
rules, and regulations.
iii. DDC will start the lab tests upon receiving the soil samples in the laboratory.
The laboratory testing time will be counted from the date of 1 st and last
samples received in the laboratory of DDC. BCL will allow the time required
for the tests.

2. FEES and PAYMENTS

i. The total cost of analytical, and testing services conducted in connection with
this Agreement shall be and shall not exceed this amount, described in Exhibit A,
without the prior, written approval of BCL Associates ltd. This amount represents the
total cost for testing, and hereby incorporated into this Agreement. In the event of a
change of the number of testing, DDC will re-estimate for such a change and submit
a revised cost for payment. In the event of retesting of a sample, if required, through
no fault of DDC, the additional cost for retesting the sample shall be borne by BCL
Associates ltd. In the event of retesting, if necessary and if felt by BCL Associates
Ltd due to some error occurred during handling or testing, DDC will carry out such
retest and no additional cost will incur for such retesting.

ii. DDC shall invoice BCL Associates ltd for testing performed. All
invoices submitted by DDC shall identify the services rendered by test, quantity of
test and testing date. BCL Associates ltd shall remit payment to DDC receipt of
DDC’s invoice as follows:
a) First Payment: 40% of the quoted amount will be paid before starting the
work/upon delivery of the field samples..
b) Final payment- Rest 60% will be paid within 3 weeks after receiving the test
reports.
c) Cash/Cheque shall be made payable to the DDC.
If there is any addition/subtraction of the number of tests the final amount will
be increased/decreased proportionately and the final payment will be adjusted
as per the actual work done by DDC.

iii. DDC quoted the rate including IT and VAT and payment will be made after
deduction of IT and VAT as per rules Government of the People’s Republic of
Bangladesh. BCL will provide a copy of the IT and VAT to DDC for recording.

3. INDEMNIFICATION

i. DDC agrees to defend, indemnify and hold BCL Associates ltd harmless from
any loss, claim of damage, or liability involving the sole negligent acts of an
employee of DDC arising out of or in connection with this Agreement, except to the
extent such loss, claim of damage, or liability arises in whole from the sole
negligence of BCL Associates ltd.

ii. BCL Associates ltd agrees to indemnify, defend, and hold harmless DDC and
its employees and students from any loss, claim of damage, or liability of any kind
involving the sole negligent acts of an employee of BCL Associates ltd arising out of
or in connection with this Agreement, except to the extent that such loss, claim of
damage, or liability arises in whole from the sole negligence of DDC.

iii. The obligations set forth in the above provisions shall survive termination of
this Agreement.

4. TERM AND TERMINATION

i. The terms of this Agreement shall commence on the date, the agreement is
signed and shall conclude on 30/07/2022 (if due to a valid reason the lab tests are
delayed the concluding date will be extended until the reports are submitted) unless
otherwise terminated as provided herein.

ii. Either party may immediately terminate this Agreement upon 30 days’ written
notice to the other party.

iii. Upon the termination of this Agreement, this Agreement shall be and become
of no further force or effect whatsoever and each of the parties hereto shall be
relieved and discharged therefrom except that BCL Associates ltd and DDC shall
perform fully any obligation under this Agreement relating to an event occurring or
circumstances existing prior to the date of termination. This provision shall not apply
to the provisions of Section 3.

iv. Upon termination of this Agreement, DDC will be paid for all expenses
incurred through the termination date and any non-cancelable commitments.

5. CONFIDENTIALITY

During the term of this Agreement, BCL Associates ltd. may provide to DDC
information relating to research programs being conducted by BCL Associates ltd.
DDC understands that BCL Associates ltd. considers certain information to be
confidential and shall not disclose or use for the benefit of others, any and all data
specifically designated in writing as “Confidential” by BCL Associates ltd. DDC
agrees to exercise reasonable efforts not to disclose such information unless such
information (1) is generally available in the public domain, or (2) thereafter becomes
available to the public through no act of DDC, or (3) was independently known by
DDC prior to its receipt as evidenced by written documentation, and (4) was made
available as a matter of legal right by a third party.

6. DELIVERABLES

DDC will report the results as under:

i. Three printed hard copies of all individual test results

ii. Three soft copies in convenient flash drives

7. FORCE MAJEURE
No party to this Agreement shall be liable for failure to perform any duty or obligation
that said party may have under this Agreement where such failure has been
occasioned by any act of God, fire, strike, inevitable accident, war or any cause
outside the reasonable control of the party who had the duty to perform.

8. SEVERABILITY

If any provision of this Agreement is held to be illegal, invalid, or unenforceable by a

court of competent jurisdiction, the parties shall, if possible e, agree on a legal, valid
and enforceable substitute provision which is as similar in effect to the deleted
provision as possible. The remaining portion of this Agreement not declared illegal,
invalid or unenforceable shall, in any event, remain valid and effective for the term
remaining unless the provision found illegal, invalid or unenforceable goes to the
essence of this Agreement.

9. WARRANTIES

DDC makes no warranties, express, or implied, concerning the result of this study or
the ownership, merchantability, or fitness for a particular purpose of such results.
DDC shall not be liable for any direct, consequential, or other damages suffered by
BCL Associates ltd. or any others as a result of this Agreement.

IN WITNESS WHEREOF, BCL Associates ltd. and DDC have duly executed this
Agreement on the first day written above.

SIGNED BY on behalf of BCL Associates Ltd

SIGNED BY on behalf of DDC

In the presence of
 ANNEX

Service Provider’s Name and Address: DDC Limited, 47, Mohakhali Commercial
Area, Dhaka-1212

Service Provider’s Contract Person: Dr. Md. Nehal Uddin, Sr. Geotechnical
Expert

BIN Number of Contractor: 001934472-0101

TIN Number of Contractor: 590388604643

Procuring Entry’s Name and Address: BCL Associates Ltd, 1, Noorani Tower (2nd
floor), Mohakhali Bir Uttom Khandoker
Sarak, Dhaka-1212

Procuring Entry’s Contract Person: AKM Fazlul Haque, Director

BIN Number of Purchaser: 002735146-0101

TIN Number of Purchaser: 117837162369

 Exhibit A
Bill of Quantities

Total
Unit rate
Pay Quantity excluding VAT
Description (Without
Item (variable) BDT
VAT), BDT
(variable)
1. Moisture Dry Density (MDD) 38 7,777 295,526
Relations of Soils using 4.5 kg
Rammer (12+12+10+4)

2. Soaked California Bearing Ratio 38 11,111 422,218

(CBR) Test

3. Grain size analysis by 56 2,000 112,000

hydrometer and sieve

4. Liquid Limit and Plastic Limit 56 2,222 124,432

5. Wet sieve analysis 10 1,111 11,110

6. Moisture content and bulk Weight 24 1,111 26,464

7 Direct Shear (c, phi) Test of Sand 4 2,777 11,108

8 Linear Shrinkage (LS) Test on Soil 22 1,333 29,326
9 WA and Sp. Gr. (SG) of Coarse 1 3,333 3,333
Aggregate (CA)
10 Aggregate Crushing Value (ACV) 1 3,333 3,333
11 LA Abrasion of Coarse Aggregate 1 4,444 4,444
Total, BDT 10,43,294
VAT 15%, BDT 1,56,494
Total Payable Amount (BDT) 11,99,788