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WASTE SUPPLY AGREEMENT

BY AND BETWEEN

NARAYANGANJ CITY CORPORATION (NCC) AND

[NAME OF THE COMPANY]

-RELATING TO-

A 5 MW (NET) WASTE TO POWER GENERATION FACILITY

AT

JALKURI, NARAYANGANJ, BANGLADESH

.............., 2018

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TABLE OF CONTENTS SECTION 1 ................................................................................................................................................... 6

DEFINITIONS AND INTERPRETATIONS ........................................................................................... 6

SECTION 2 ................................................................................................................................................... 9

SCOPE OF THE AGREEMENT .............................................................................................................. 9

SECTION 3 ................................................................................................................................................. 10

TERM OF AGREEMENT ...................................................................................................................... 10

3.1 Term ........................................................................................................................................ 10

3.2 Extension of Term ................................................................................................................... 10

SECTION 4 ................................................................................................................................................. 11

WASTE SUPPLY AND RECEIVE ....................................................................................................... 11

4.1 Waste ...................................................................................................................................... 11

4.2 Waste Transfer Station (WTS) ................................................................................................ 11

4.4 Supply and Receive ................................................................................................................. 11

4.5 Supply of Waste ...................................................................................................................... 11

4.6 Contract Entitlement ............................................................................................................... 12

4.7 Failure to Supply and Receive Waste at Waste Delivery Point .............................................. 12

SECTION 5 ................................................................................................................................................. 13

OPERATING PROCEDURES ............................................................................................................... 13

5.1 Estimated Deliveries of Waste ................................................................................................ 13

5.2 Telephone Notification ........................................................................................................... 13

5.3 Preparation of Operating Procedures ...................................................................................... 13

5.4 Amendments of the Operating Procedure ............................................................................... 14

5.5 Notice of Facility Outages ...................................................................................................... 14

SECTION 6 ................................................................................................................................................. 15

TRANSPORTATION, UNLOADING, MEASUREMENT ................................................................... 15

6.1 Transportation, Unloading and Measurement ......................................................................... 15

SECTION 7 ................................................................................................................................................. 16

SECTION 8 ................................................................................................................................................. 17

LIQUIDATED DAMAGES (LD) PAYABLE ....................................................................................... 17

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8.1 LD for Shortfall Supply/Receive of Waste ............................................................................. 17

8.2 Computation and Payments ....................................................... Error! Bookmark not defined.

SECTION 9 ................................................................................................................................................. 17

WARRANTIES AND COVENANTS.................................................................................................... 17

9.1 The Waste Supplier Warranties .............................................................................................. 17

9.2 The Waste Supplier Covenants ............................................................................................... 17

9.3 The Company Warranties ....................................................................................................... 18

9.4 The Company Covenants ........................................................................................................ 18

SECTION 10 ............................................................................................................................................... 20

INTERRUPTION AND SHUTDOWN .................................................................................................. 20

10.1 Notice of Facility Outages ...................................................................................................... 20

SECTION 11 ............................................................................................................................................... 21

FORCE MAJEURE EVENT AND POLITICAL EVENT ..................................................................... 21

11.1 Definition of Force Majeure Event ......................................................................................... 21

11.1A Definition of Political Event ................................................................................................... 21

11.2 Notification Obligations .......................................................................................................... 22

11.3 Duty to Mitigate ...................................................................................................................... 22

11.4 Delay Caused by the Force Majeure Event or the Political Event .......................................... 22

SECTION 12 ............................................................................................................................................... 23

NOTICE .................................................................................................................................................. 23

12.1 Addresses .................................................................................................................................... 23

12.2 Method of Delivery ................................................................................................................. 23

12.3 Changes of Address ................................................................................................................ 23

SECTION 13 ............................................................................................................................................... 24

TERMINATION FOR DEFAULT ......................................................................................................... 24

13.1 The Company Events of Default-Termination by NCC.......................................................... 24

13.2 The Waste Supplier Event of Default-Termination by Company ........................................... 24

13.3 Rights and Remedies upon an Event of Default ..................................................................... 25

13.4 Obligation upon Termination: ................................................................................................. 25

SECTION 14 ............................................................................................................................................... 26

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DISPUTE RESOLUTION ...................................................................................................................... 26

14.1 Governing Law ....................................................................................................................... 26

14.2 Resolution of Disputes ............................................................................................................ 26

SECTION 15 ............................................................................................................................................... 27

MISCELLANEOUS PROVISIONS ....................................................................................................... 27

15.1 Amendment ............................................................................................................................. 27

15.2 Headings ................................................................................................................................. 27

15.3 Third Parties ............................................................................................................................ 27

15.4 Survival ................................................................................................................................... 27

15.5 Language ................................................................................................................................. 27

15.6 Entirety .................................................................................................................................... 27

15.7 Assignment ............................................................................................................................. 27

15.8 Confidentiality ........................................................................................................................ 27

15.9 Invalidity of this agreement .................................................................................................... 28

15.10 Counterparts ............................................................................................................................ 28

SCHEDULE 1 ............................................................................................................................................. 29

Compensation Calculation for “n”th Year .............................................................................................. 29

Table 1.1 Shortfall of MSW Calculation for (Name of the Month) ................................................... 29

Table 1.2 Shortfall of Waste Supply and Liquidated Damages Calculation for “n”th Year ............. 30

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WASTE SUPPLY AGREEMENT

WHEREAS, the Project Sponsor (now, the Initial Investor[s] (as hereinafter defined) was selected as

the entity to implement the Project through a competitive tendering process, and has established the

Company to implement the Project and is responsible to finance, design, construct, complete, permit,

test, commission, own, operate and maintain the Facility (as hereinafter defined);

WHEREAS, the NCC desires to supply required amounts of Waste to Waste Receiver [Name of the

Company];

WHEREAS, the [Name of the Company] desires to receive the Waste and the Waste Supplier is

willing to supply Waste for the use of the Facility to generate power from Waste; and

NOW, THEREFOR, in consideration of the mutual benefits and covenants contained herein, The

NCC and the [Name of the Company] hereby agree as follows;

THIS WASTE SUPPLY AGREEMENT (this “Agreement”) is entered into as this -----[Month

Name], 2018 by and between Narayanganj City Corporation (NCC), with its registered office located

Supplier” or “Waste Supplier”) and [Name of the Company], with registered office located at[

Company Address] as the “Municipal Solid Waste Receiver or Waste Receiver”, which expression

includes their respective successors and permitted assigns, Narayanganj City Corporation (NCC)

and the [Name of the Company] are sometimes hereinafter referred to individually as “Party”

and collectively, as the “Parties”).

WHEREAS, NARAYANGANJ CITY CORPORATION (NCC) is a local administrative division

under local government (Narayanganj City Corporation ) Act-2009, engaged in law and order

and services relate to peoples’ welfare and formulation and implementation of local economic and

social development planning within the Narayanganj City Corporation Area.

at Nagar Bhaban, Narayanganj, Bangladesh (hereinafter referred to as “Municipal Solid Waste

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SECTION 1

DEFINITIONS AND INTERPRETATIONS

The following capitalized terms shall have the meaning set forth below unless a different meaning is

expressly attributed to them in the Agreement. All units of measurement used in this Agreement shall

conform to the International System of Units (SI).

“Abandonment” bears the meaning ascribed thereto in Section 1 of the Implementation Agreement;

“Construction Contract” means the agreement (s) to be entered into between the [Company name]

and the Construction Contractor (s) for the design, engineering, procurement, construction,

completion, start-up, testing and Commissioning of the Facility, and also includes any amendment to

such agreement(s) made from time to time;

“Construction Contractors(s)” means the construction company, and any successor or successors

thereto, appointed or to be appointed by the [Company Name] in connection with the construction of

the Facility;

“Contractor(s)” means the Construction(s) and the O&M Contractor(s) and any of their direct sub-

contractor(s) integrally involved in the Project;

“Daily Contract Quantity” means the quantity of Waste to be supplied by NCC to [Company name]

in accordance with the Waste Supply Order;

“Day” means the twenty-four (24) hour period beginning and ending at 12.00 midnight Bangladesh

standard time;

“Agreement” means this Waste Supply Agreement between Narayanganj City Corporation

and [Name of the Company], together with all schedules attached hereto, dated as of the date first

above written, and includes any amendment of it made by the Parties from time to time;

“Business Day” means any Day that (a) is not a Day which banks in Bangladesh are legally permitted

to be closed for business (including partial Days), and (b) an official holiday declared by the GOB;

“Commercial Operations Date” means Day following the Day upon which the Project is

commissioned to operate;

“Commissioned” means a notification by BPDB, that the tests for the Project have been completed in

accordance with the Construction Contracts;

“Commissioning” means the process by which the Project is commissioned in accordance with the

Construction Contracts;

“Company” means [Name ], a private limited company incorporated and registered under the laws of

Bangladesh, with its principal offices located at [Address], and its successors and permitted assigns;

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“Dispute” means any dispute, difference or disagreement of any kind whatsoever between the NCC,

and the [Name of the Company] in connection with or arising out of this Agreement;

“DPDC” means Dhaka Power Distribution Company Ltd. with its registered office located at Bidyut

Bhaban (3rd floors), 1 Abdul Gani Road, Dhaka-1000, Bangladesh, and hereinafter referred to as

"DPDC", which expression wherever the terms so admit or imply includes its successors,

representatives and permitted assigns.

“ Delivery Point ” means the location at the 33 kV side of the generator transformer at which the

Net Energy Output is measured and transferred from the Facility to DPDC;

(i) the GOB or any entity subject to the overall control or direction as to matters of policy of the

GOB or which is otherwise under and controlled by the GOB, including without limitation,

but only for so long as they are under the control of the GOB, Company and the Waste

Supplier ;

(ii) any local governmental authority or any subdivision of any of the foregoing;

(iii) any Bangladesh court or tribunal with jurisdiction over the Parties, the Facility, the

Contractor(s), the Lenders or Project or any part thereof; and

(iv) any department, authority, regulatory agency, instrumentality, agency, body or corporation or

other entity controlled by any of the Foregoing;

“Government Authorizations” means all such approvals, consents, authorizations,

acknowledgments, licenses or permits required to be issued by any Government Authority to the

Company for the construction, financing, ownership, operation, and maintenance of the Facility by the

Company or the Contractor(s), including, without limitation, those Government Authorizations ;

“NCC” means Narayanganj City Corporation, is a local administrative division under local

government (Narayanganj City Corporation ) Act-2009 engaged in law and order and services relate

to peoples’ welfare and formulation and implementation of local economic and social

development planning within the NarayanganjCity Corporation area.

including without limitation or regard to level of development, land, engineering and design

documents, all energy producing equipment and their auxiliary equipment, and all transmission

facilities on the Company’s side of the Electricity Delivery Point , water intake and discharge

facilities, water treatment facilities, Waste Transfer Station (WTS) facilities, Waste disposal facilities,

Waste receiving, measuring and handling facilities and equipment on the Company’s side, the

Metering System, the Electrical Interconnection Facilities together with the residential facilities (if

any) made available to certain employees of the Company, the Contractor(s) and any subcontractors;

“GOB” means the Government of the People’s Republic of Bangladesh;

“Government Authority” means:

“Environmental Guidelines” means the Environmental guidelines and occupational health and

safety standarN of the DoE, Bangladesh as in effect on the signing date of this Agreement;

“Event of Default” means a NCC Event of Default, [Name of the Company] Event of Default, as the

case may be;

“Facility” means the Waste based power station (using incineration technology) capable of

generating a capacity of 5 MW (net) to be owned and constructed by the Company at

Jalkuri, Narayanganj , Bangladesh, whether completed or at any stage of their construction,

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“Hazardous Materials” means any pollutant, contaminant, solid waste and hydrocarbon product,

toxic or hazardous substance or waste, any flammable, explosive or radioactive materials regulated

under, or subject to, any Laws of Bangladesh;

“Intended Completion Date” bears the meaning ascribed in the Construction Contract;

“Laws of Bangladesh” means, in relation to the Agreement, all laws in force in Bangladesh, and

includes all rules, regulations. orders, directives, notifications made or issued by any Government

Authority with authority over the Parties, the Facility or the Project pursuant to or under any such law,

and any decree or judicial decision given or pronounced by any court of competent jurisdiction in

Bangladesh;

“Liquidated Damages” has the meaning given to it under Section 8;

“Month” means a calendar month according to the Gregorian calendar;

“MSW” means Municipal Solid Waste;

“MSW Supply Order” or “Waste Supply Order” means any request submitted by the [Name of the

Company] to the Waste Supplier to supply waste in accordance with Section 4, Section 5 and Section

7;

“MSW Supplier” or “Waste Supplier” means Narayanganj City Corporation (NCC), a local

administrative division under local government, incorporated and registered under the laws of

Bangladesh, with its registered office located at Dhaka, Bangladesh, and its successors and permitted

assigns;

“Parties” means the NCC and [Name of the Company];

“Party” means any of the NCC or [Name of the Company] , as the case may be;

“Prudent Utility Practices” means the prudent utility practices applicable from time to time to the

international electric utility industry, having regard to engineering and operational considerations,

including manufacturers’ recommendations and, as relates to the Company, having regard to the fact

that the Company is a private power producer selling electric energy to an integrated public utility, but

these practices are not limited to optimum practices, method or acts to the exclusion of all others, but

rather are a spectrum of possible practices, methoN and acts employed by electric utilities and private

power producers which could have been expected to accomplish the desired result at reasonable cost

consistent with reliability and safety;

“Project” means the development, design, engineering, construction, permitting, start-up, testing,

completion, insurance, Commissioning, ownership, operation and maintenance of the Facility and all

activities including thereto;

“Project Effective Date” means the date on which the last of Project Agreements is executed by each

of the parties thereto and none of the agreements so executed have terminated or been terminated by a

party thereto;

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NCC , in connection with the construction and/or operation of the Facility, on which the Facility or any part thereof is to be built;

“Transportation Facilities” means the required vehicles for transportation of Waste to WTS to be

arranged by the Waste Supplier;

“Taka” or “TK.” means the lawful currency of Bangladesh;

“Taxes” means any and all taxes, duties, imposts and fees (other than fees of a commercial nature or

for the provision of services), whenever imposed and applicable under the laws of Bangladesh;

“Waste “means unwanted or unusable materials. Waste is any substance which is discarded after

primary use, or it is worthless, defective and of no use including Municipal Solid Waste, household

waste, commercial waste, demolition waste, industrial waste, Biomedical waste, food and vegetable

waste , human and animal residues or different type of biomasses, clinical waste, Special hazardous

waste and electronic waste (e-waste).

“Waste Delivery Point” means the location of Waste Transfer Station (WTS) located within

the site of the Facility. .

“Waste Transfer Station” the station within the Facility shall be used for weight measuring,

receiving and storage of Waste.

“Year” means each twelve (12) Month period commencing on 12.00 midnight on December 31 and

ending on 12.00 midnight the following December 31 during the Term.

SECTION 2

SCOPE OF THE AGREEMENT The purpose of this Agreement is the supply by the Narayanganj City Corporation to [Name of the

Company] of Waste, under the terms and conditions provided herein. For this purpose, the [Name of

the Company] will build, own & operate and maintain the Facility, all at its own expense and

responsibility in accordance with the provision of this Agreement and within the technical limits.

“Scheduled Commissioning Start Date” means the date advised to BPDB by the Company from

time to time as the date on which the commissioning date is then reasonably expected to occur, which

date shall initially not be later than the Intended Completion Date, as such Scheduled Commissioning

Date may be revised from time to time based on the Company's scheduled construction program for

the completion of commissioning of the Facility;

“Site” means the land, located at Narayanganj City Corporation, Dhaka leased to the Company by

“Project Agreements” means, collectively, this Agreement, the Implementation Agreement, the

Waste Supply Agreement, and the Land Use Agreement;

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SECTION 3

TERM OF AGREEMENT

3.1 Term

This Agreement shall become effective from the Project Effective Date and shall expire 20

years after the Commercial Operation Date, unless extended by mutual agreement or earlier

terminated pursuant to the provisions of this Agreement (the “Term”).

3.2 Extension of Term

Not later than the twentieth (20th) anniversary of the Commercial Operations Date and unless

this Agreement has been terminated prior to such date, at the request of either Party, the

[Name of the Company] and the Waste Supplier agree to enter into good faith negotiations for

a renewal of this Agreement on terms and conditions mutually agreed by the Parties subject

to extension of the Term of PPA, IA and LUA.

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SECTION 4

WASTE SUPPLY AND RECEIVE

4.1 Waste

Subject to and in accordance with the terms and conditions of this Agreement, the

Narayanganj City Corporation agrees to maintain and make available and deliver exclusively

to the Company, and the Company agrees to accept from the Narayanganj City Corporation,

for the consideration described in Section 4, Section 5, Section 7 and Schedule 1, MSW or

Waste of Narayanganj City Corporation from the Scheduled Commissioning Start Date. The

Parties agree that the Narayanganj City Corporation shall not, without the prior written

consent of the Company, sell or provide of Waste produced in Narayanganj City Corporation

to any other party than the Company.

4.2 Waste Transfer Station (WTS)

Waste Transfer Station shall be used for weight measuring, receiving and storage of Waste by

the [Name of the Company] from Waste Supplier. The Company shall construct the WTS at

its own cost and responsibility in consultation with the Narayanganj City Corporation,

Responsibility of the Company:

I. All Civil works and infrastructure of WTS ;

II. Segregation facility and measurement of weight of Waste

III. Weight station for waste measurement;

IV. Uninterrupted entrance and exit facility of dumping trucks

V. Telecommunication facility.

VI. Provide required manpower for operating the WTS

4.4 Supply and Receive

Subject to Section 4.5 and the Operating Procedures to be developed pursuant to Section 5

and the other provisions of this Agreement;

(a) NCC shall collect, transport and deliver ....MT of mixed Waste at the WTS as per

Waste Supply Order by the Company at free of cost.

(b) The Company shall receive the Waste at the Waste Transfer Station (the Waste

Delivery Point) at free of cost.

4.5 Supply of Waste

The supply of required quantity of waste shall be subject to the following conditions

precedent, provided that such condition precedent shall have to be fulfilled prior to the

Scheduled Commissioning Start Date:

(a) all the Government Authorization required for the construction and operation of the

Facility have been obtained by the [Name of the Company] and are in full force and

effect;

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(b) the construction of the Facility has been completed under the terms and conditions of

the Project Agreements. .

(c) all the Government Authorization required for supplying Waste have been obtained

by the NarayanganjCity Corporation and are in full force and effect;

(d) 30 days prior notice to NCC will be required to supply the Waste Upon the date on

which the above mentioned conditions precedent have satisfied by the [Name of the

Company] and NarayanganjCity Corporation, the [Name of the Company] shall start

issuance of orders to the Waste Supplier for supplying Waste to the Waste Delivery

Point hereinafter referred as the “Waste Supply Order”).

4.6 Contract Entitlement

From and after the receipt of the Waste Supply Order, the Waste Supplier shall deliver at the

Waste Delivery Point the quantity of Waste, up to the Daily Contract Quantity, requested by

the [Name of the Company] in its Waste Supply Orders issued under the Operating

Procedures; provided that the Waste Supplier is not obligated to deliver to the [Name of the

Company] in excess of the Daily Contract Quantity. However, in case of quantity in excess of

the Daily Contract Quantity, the Waste Supplier shall use its reasonable efforts available to it

to deliver at the Waste Delivery Point the quantity of Waste in excess of the Daily Contract

Quantity.

4.7 Failure to Supply and Receive Waste at Waste Delivery Point

If Narayanganj City Corporation fail to supply the required quantity of Waste in accordance

with the Waste Supply Order at the WTS shall pay to the [Name of the Company] a

Liquidated Damages (LD) as described Section 8 in this Agreement.

If Company fail to receive the supplied quantity of Waste in accordance with the Waste

Supply Order at the WTS shall pay to the NCC a Liquidated Damages (LD) as described

Section 8 in this Agreement.

Waste Supply Order shall be in conformity with the daily requirement of Waste as proposed

by the Company in its Bid for generating 5 MW electricity).

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SECTION 5

OPERATING PROCEDURES

5.1 Estimated Deliveries of Waste

(a) Prior to Commissioning

At least 60 (sixty) Days prior to the Scheduled Commissioning Start Date, [Name of the Company] will start issuance of Waste Supply Orders to the Waste Supplier with a good estimate of the quantities of Waste in ton required for the Commissioning of the Facility that the Waste Supplier make available at the WTS on a Day-to-Day basis in accordance with Waste Supply Order.

(b) After Commissioning

At least 3 (three) Days prior to the Commercial Operation Date [Name of the Company] will start issuance of Waste Supply Orders in accordance with the Operating Procedure.

5.2 Telephone Notification

For purposes of required deliveries of Waste pursuant to this Section 5, the [Name of the Company] shall, until notified otherwise by the Waste Supplier, provide instruction by telephone to the Waste Supplier’s designees; provided, that such telephone nominations shall be promptly confirmed in writing.

5.3 Preparation of Operating Procedures

At least 60 (sixty) Days prior to the anticipated Scheduled Commissioning Start Date, the [Name of the Company] shall provide the Waste supplier a good faith written estimate of Waste requirements to facilitate the Parties’ performance under this Agreement (the “Operating Procedures”). The Operating Procedures shall encompass the following procedures and provisions;

(a) at least 60 (sixty) days prior to Scheduled Commissioning Start Date and

thereafter at least one month prior to the beginning of each Year, the [Name of the Company] shall provide the Waste Supplier a good faith written estimate of the [Name of the Company]’s waste requirements on a Month-by-Month basis for such Year; provided that, such estimates shall not be binding upon the [Name of the Company] and the [Name of the Company] shall advise the Waste Supplier as soon as possible of any changes in such estimated requirements;

(b) at least twenty four (24) hours prior to the beginning of each Day, starting from the Commercial Operation Date, the [Name of the Company] shall communicate to the Waste Supplier a Waste Supply Order that sets forth the quantities of waste planned to be required by the Facility for such Day;

(c) any significant deviations from planned waste deliveries or any other significant unplanned deviations during a Day, shall be communicated by the [Name of the Company] to the Waste Supplier in a revision of the Waste Supply Order for such Day on a prospective basis if reasonably practicable;

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(d) planning and coordination procedures for scheduled and unscheduled maintenance of the facility shall be notified to Waste Supplier;

(e) when the operations or actions of the employees or contractors of one Party may affect the operations or safety of the facilities, employees or contractors of the other Party, safety rules and operating procedures shall be established; and

(f) such other matters as may be necessary or desirable to facilitate operations, communications, safety, or other matters of mutual concern may be set forth in the Operating Procedures;

5.4 Amendments of the Operating Procedure

From time to time during the Term, the Operating Procedures may be amended through mutual agreement between the Parties with a copy to BPDB.

5.5 Notice of Facility Outages

The Company shall notify the Waste Supplier in writing of any outage of the Facility in due

course. In such case [Name of the Company] shall have the right to reschedule the Waste

Supply Order.

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SECTION 6

TRANSPORTATION, UNLOADING, MEASUREMENT

6.1 Transportation, Unloading and Measurement

(a) Waste Supplier shall transport and unload any delivered quantity of Waste at its own

cost and expenses at the WTS . Upon delivery at the WTS the ownership of the

Waste will be transferred to the Company. The quantity of the Waste shall be

measured at the WTS by the Company and Waste Supplier jointly. Representative of

the Company and Waste Supplier will attend the measurement procedure and

accuracy of the measurement equipment may be checked upon request from either

Party.

(b) Waste will be collected and delivered from different sources of NCC to Waste

Transfer Station (the Waste Delivery Point ) by NCC’s own Transportation

Facilities at their own cost and responsibility.

(c) Waste will be received by the Company from Waste Transfer Station

(d) Narayanganj City Corporation (NCC) will ensure the required quantity of Waste to

the Company for target generation of electricity.

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SECTION 7

NOT USED

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SECTION 8

LIQUIDATED DAMAGES (LD) PAYABLE

8.1 LD for Shortfall Supply/Receive of Waste

(a) NCC will supply required amount of Waste in accordance with Section 4, Section 5 and

Section 6 of this Agreement. Failing to supply Waste as mentioned in Section 4, Section 5

and 6, NCC will pay BDT 100.00 (One hundred ) taka per metric ton as Liquidate Damages

(LD) to the Company. This shortfall will be calculated on daily basis.

(b) Company will receive supplied quantity of Waste in accordance with Section 4, Section

5 and Section 6 of this Agreement. Failing to receive Waste as mentioned in Section 4,

Section 5 and 6, Company will pay BDT 500.00 (Five hundred ) taka per metric ton as

Liquidate Damages (LD) to the NCC . This shortfall will be calculated on daily basis.

SECTION 9

WARRANTIES AND COVENANTS

9.1 The Waste Supplier Warranties The Waste Supplier hereby warrants that:

(a) It will have the title and right to all of the Waste to be delivered under this Agreement, and the said Waste will be free from any and all adverse claims, including, without limitation, royalties and other interests or owners;

(b) The execution, delivery and performance of this Agreement has been duly authorized by the NCC and is in conformity with the existing Laws of Bangladesh;

(c) It is duly created under the Laws of Bangladesh and has, so far as it is material to the Company, complied fully with all applicable Laws of Bangladesh;

(e) This agreement constitutes the legal, valid and binding obligation of the NCC from the Project Effective Date;

(f) To the best of the NCC’s knowledge, there is no pending or threatened action or

proceeding against the NCC before any court, Government Authority or arbitrator that could reasonably to be expected to affect the ability of the NCC to perform its obligations hereunder or which could reasonably be expected to affect the legality, validity or enforceability of this Agreement (as in effect on the date hereof).

9.2 The Waste Supplier Covenants

The Waste Supplier hereby covenants as follows:

(a) NCC shall at all time maintain its corporate existence and operations in compliance with the Laws of Bangladesh;

(b) Work with and cooperate in good faith with Company with respect to all of Company’s obligations and rights hereunder;

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(c) Provide at its own risk and expense the necessary facilities and services for the safety and protection of its personnel and, in that regard, comply with all applicable Laws of Bangladesh;

(d) Shall maintain the supply of waste (either by itself or through experienced and

qualified third-party contractor) in accordance with this Agreement;

(e) NCC shall follow the Environmental Guideline of DoE, Bangladesh as in effect on the Project Effective Date.

9.3 The Company Warranties The Company hereby warrants that:

(a) Company is a private limited company duly established under the Laws of Bangladesh and

(i) has all requisite corporate power and authority (ii) has complied with all requirements under the Laws of Bangladesh; and (iii) has all permits, licenses and approvals required by any Government Authority;

to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this Agreement;

(b) The execution, delivery and performance by Company of this Agreement has been

duly authorized by all necessary corporate or Government action;

(c) This Agreement shall be a valid and binding obligation of Company from the Project Effective Date;

(d) It is duly created under the Laws of Bangladesh and has, so far as it is material to the

Narayanganj City Corporation, complied fully with all applicable Laws of Bangladesh;

(e) To the best of Company’s knowledge, there is no pending or threatened action or

proceeding against Company before any court, Government Authority or arbitrator that could reasonably be expected to affect the ability of Company to perform its obligations hereunder or which could reasonably be expected to affect the legality, validity or enforceability of this Agreement (as in effect on the date hereof).

9.4 The Company Covenants The Company hereby covenants as follows:

(a) Company shall at all time maintain its corporate existence and operations in

compliance with the Laws of Bangladesh;

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(b) Work with and cooperate in good faith with NCC with respect to all of NCC ’s

obligations and rights hereunder;

(c) Provide at its own risk and expense the necessary facilities and services for the safety and protection of its personnel and, in that regard, comply with all applicable Laws of Bangladesh;

(d) Shall maintain to receive of Waste (either by itself or through experienced and

qualified third-party contractor) in accordance with this Agreement;

(e) Company shall follow the Environmental Guideline of DoE, Bangladesh as in effect on the Project Effective Date.

(f) Company shall follow Prudent Engineering Practice to process the Waste.

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SECTION 10

INTERRUPTION AND SHUTDOWN

10.1 Notice of Facility Outages The Company shall notify the Waste Supplier in writing of any outage of the Facility in due

course. In such case Company shall have the right to reschedule the Waste Supply Order.

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SECTION 11

FORCE MAJEURE EVENT AND POLITICAL EVENT

11.1 Definition of Force Majeure Event

In this Agreement, “Force Majeure Event” shall mean any event or circumstance or combination of events or circumstances (including the effects of such events and circumstances or combination of events or circumstances) referred to in this Section that materially and adversely affects the performance by a Party of its obligations under this Agreement, but only if and to the extent that such events and circumstances are not within the reasonable control, of the affected Party; provided, that an event or circumstance or combination of events or circumstances (including the effects of such events and circumstances or combination of events or circumstances) shall not be construed as a Force Majeure Event unless such material and adverse effect could not have been prevented, overcome, or remedied in whole or in part by the affected Party through the exercise of due diligence and reasonable care, it being understood and agreed that reasonable care includes acts or activities to protect the Parties facilities from a casualty event, which are reasonable in light of the likelihood of such event, the probable effect of such event if it should occur, and the likely efficacy of the protection measures. (a) Force Majeure Events include the following events and circumstances to the extent

they, or their consequences, satisfy the above requirements., uncontrollable events, including, but not limited to:

(i) lightning, earthquake, flood, tsunami, storm, cyclone, typhoon or tornado;

(ii) fire, explosion or chemical contamination (other than resulting from a

Political Event, in which case it shall be a Political Event);

(iii) epidemic or plague.

11.1A Definition of Political Event

In this Agreement, “Political Event” shall mean any event or circumstance or combination of events or circumstances of a political nature, social unrest of Bangladesh (including the effects of such events and circumstances or combination of events or circumstances) referred to in this section that materially and adversely affects the performance by a Party of its obligations under this Agreement, but only if and to the extent that such events and circumstances are not within the reasonable control, of the affected Party; provided, that a political event or circumstance or combination of political events or circumstances (including political acts and social unrest the effects of such events and circumstances or combination of events or circumstances) shall not be construed as a Political Event unless such material and adverse effect could not have been prevented, overcome, or remedied in whole or in part by the affected Party through the exercise of reasonable diligence and care, it being understood and agreed that reasonable diligence and care includes acts or activities to protect the Parties facilities from a casualty event, which are reasonable in light of the likelihood of such event, the probable effect of such event if it should occur, and the likely efficacy of the protection measures.

(a) Political Events include the following events and circumstances to the extent that they, or their consequences, satisfy the above requirements, including, but not limited to:

(i) any act of war (whether declared or undeclared), invasion, armed conflict or

act of foreign enemy, state or organization, blockade or Economic Sanctions, embargo, revolution, riot, insurrection, civil commotion, political act, or act of terrorism;

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(ii) radioactive contamination or ionizing radiation originating from a source inside Bangladesh or resulting from another Political Event;

(iii) strikes, works to rule, or go-slows that are widespread or nation-wide.

11.2 Notification Obligations

(a) If by reason of a Force Majeure Event or a Political Event, as the case may be, a Party is wholly or partially unable to carry out its obligations under this Agreement, the affected Party shall :

(i) give the other Party notice of the Force Majeure Event (s) or the Political

Event, as the case may be, as soon as practicable, but in any event, not later than only 3 (three) days after the occurrence of the Force Majeure Event (s) or 6 (six) hours after the resumption of any means of providing notice between the NCC and the Company, whichever is later;

(b) If a Force Majeure Event or a Political Event, as the case may be, continues beyond a period of 14 (fourteen) Days, the Parties shall meet in good faith with a view to determining mutually acceptable terms for continuing this Agreement notwithstanding the effect of the Force Majeure Event or the Political Event, as case may be; provided that, if at the end of reasonable time no solution is found, either Party shall be entitled to terminate this Agreement, with the prior written consent of the concern ministry of the GOB, by giving notice of not less than 7 (seven) days to the other Party.

11.3 Duty to Mitigate

The affected Party shall use all reasonable efforts to mitigate the effects of a Force Majeure Event.

11.4 Delay Caused by the Force Majeure Event or the Political Event

(a) So long as the affected Party has at all times since the occurrence of the Force Majeure Event or the Political Event complied with the obligations of Section 11.3 and continues to so comply, then :

(i) the affected Party shall not be liable for any failure or delay in performing its obligations (other than an obligation to make a payment) under or pursuant to this Agreement during the existence of a Force Majeure Event or a Political Event, as the case may be; and

(ii) any performance deadline that the affected Party is obligated to meet under this Agreement shall be extended :

(b) Without prejudice to amounts payable pursuant to Section 8, the unaffected Party shall not bear any liability for any loss or expense suffered by the affected Party as a result of a Force Majeure Event or a Political Event, as the case may be.

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SECTION 12

NOTICE

12.1 Addresses

Except as otherwise expressly provided in this Agreement or in the Operating Procedures, all notice or other communication which are required or permitted hereunder shall be in writing and shall be delivered personally or sent by a reputable national courier for express delivery, registered or certified mail, facsimile, telex or telegram, addressed as follows:

If to the Company: [ ]

Address: [ ]

Attention: [Managing Director ]

Facsimile: [_________________]

If to the MSW Supplier:

Attention: [ ]

Facsimile: [ ]

with a copy to : [____________________]

12.2 Method of Delivery All notices shall be deemed delivered

a) when presented personally;

b) when transmitted by facsimile to the receiving Party’s facsimile number specified above;

c) five (5) Business Day after being delivered to a reputable national courier for express delivery, addressed to the receiving Party, at the address indicated above (or such other address as such Party may have specified by written notice delivered Party at its address or facsimile number specified above in accordance herewith); or

d) five (5) Business Days after being deposited in a regularly maintained receptacle for the postal service in Bangladesh, postage prepaid, registered or certified, return receipt requested, addressed to the receiving Party, at the address indicated above (or such other address as the receiving Party may have specified by written notice delivered to the delivering Party at its address or facsimile number specified above in accordance herewith).

Any notice given by facsimile shall be confirmed in writing delivered personally or sent by registered or certified mail, but the failure to so confirm shall not void or invalidate the original notice of it is in fact received by the Party to which it is addressed.

12.3 Changes of Address

Any Party may by notice change the addressees and / or addresses to which such notices and communications to it are to be delivered or mailed.

Narayanganj City Corporation Address: 10 Bangabandhu Sharak, Naghar Bhaban Narayanganj, Bangladesh

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SECTION 13

TERMINATION FOR DEFAULT

13.1 The Company Events of Default-Termination by NCC

NCC may, with a copy to BPDB, give a notice of default under this Agreement (“Waste Supplier Notice of Default”) upon the occurrence of any of the following events (“Company Event of Default”) unless such Event of Default results from (i) a Force Majeure Event or a Political Event pursuant to Section 11 or (ii) a breach of this Agreement by the Waste Supplier, as the case may be:

(a) any statement, representation or warranty made by the Company in this Agreement

herein proving to have been incorrect, in any material respect, when made or when deemed to have been made and the circumstances that cause such failure or incorrect statement, representation or warranty to be incorrect having a material adverse effect on the Company’s ability to perform its obligations under this Agreement;

(b) any material breach by the Company of this Agreement which is not remedied within

thirty (30) Days after a notice from the Waste Supplier notice stating that a material breach of this Agreement has occurred that could result in the termination of this Agreement, identifying the breach in question in reasonable detail, and demanding remedy thereof;

13.2 The Waste Supplier Event of Default-Termination by Company The Company may, with a copy to BPDB, give a notice of default under this Agreement

(“Company Notice of Default”), upon the occurrence of any of the following events (“Waste Supplier Event of Default”) unless such Event of Default results from (i) a Force Majeure Event or a Political Event pursuant to Section 11 or (ii) a breach of this Agreement by the Company, as the case may be:

(a) if the Waste Supplier fails to comply with the 80% of Waste Supply Orders in

aggregate for a contract year..

(b) unenforceable, invalid, or void any material undertaking of the Waste Supplier under this Agreement; or

(c) any statement, representation or warranty made by the Waste Supplier in this

Agreement herein proving to have been incorrect, in any material respect, when made or when deemed to have been made and the circumstances that cause such failure or incorrect statement, representation or warranty to be incorrect having a material adverse effect on the Waste Supplier’s ability to perform its obligations under this Agreement;

(e) warranties and covenants with the Company set forth in Section 7.1 prove to be

incorrect or are not fulfilled or performed by the Waste Supplier;

(f) any material breach by the Waste Supplier of this Agreement which is not remedied by the Waste Supplier within thirty (30) Days after a notice from the Company stating that a material breach of this Agreement has occurred that could result in the termination of this Agreement, identifying the breach in question in reasonable detail, and demanding remedy thereof; or

25

(g) the occurrence of Waste Supplier Event of Default which has not been waived or remedied within the applicable cure period provided therein;

13.3 Rights and Remedies upon an Event of Default

a) Notice of Intent to Terminate

(i) Upon the occurrence of Company Event of Default or the Waste Supplier Event of Default, as the case may be, that is not cured within the applicable period (if any) for cure, the non-defaulting Party may, initiate termination of this Agreement by delivering a notice with a copy to BPDB, (a “Notice of Intent to Terminate”) of its intent to terminate this Agreement to the defaulting Party.

(ii) The Notice of Intent to Terminate shall specify in reasonable detail the Waste

Supplier Event of Default or the Company Event of Default, as the case may be, giving rise to such Notice.

b) Consultation

(i) Following the delivery of a Notice of Intent to Terminate, the Parties shall consult for a reasonable time as to what steps shall be taken with a view to mitigating the consequences of the relevant Event of Default taking into account all the circumstances.

(ii) During the consultation period following the delivery of the "Notice of Intent to

Terminate", the Party in default may continue to undertake efforts to cure the default, and if the default is not cured within reasonable time, after issuance of "Notice of Intent to Terminate" then the non-defaulting Party shall terminate this Agreement by delivering Termination Notice following the written consent received from the concerned ministry of the GOB.

13.4 Obligation upon Termination:

Upon the expiration or earlier termination of this Agreement, the Parties shall have no further obligations hereunder except for obligations that arose prior to such expiration or termination and obligations that expressly survive such expiration or termination pursuant to this Agreement.

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SECTION 14

DISPUTE RESOLUTION

14.1 Governing Law

This Agreement and the rights and obligations hereunder shall be interpreted, construed and governed by the Laws of Bangladesh.

14.2 Resolution of Disputes (a) NCC and the Company shall use their best efforts to settle amicably all disputes

arising out of or in connection with this Agreement or its interpretation. (b) If the Parties are unable to reach a settlement as per Article 14.2(a) within 28 (twenty

eight) Days of the first written correspondence on the matter of disagreement, then either Party may give notice to the other Party of its intention to commence arbitration in accordance with Article 14.2 (c).

(c) The arbitration shall be conducted in accordance with the Arbitration Act (Act No. 1

of 2001) of Bangladesh as in effect. The place of arbitration shall be in Dhaka, Bangladesh. The decision of the arbitral tribunal shall be binding for both the Parties.

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SECTION 15

MISCELLANEOUS PROVISIONS

15.1 Amendment

This Agreement cannot be amended except prior written agreement between the Parties.

15.2 Headings

The headings contained in this Agreement are used solely for convenience and do not constitute a part of this Agreement nor shall such headings be used in any manner to aid in the construction of this Agreement.

15.3 Third Parties

This Agreement is intended solely for the benefit of the Parties hereto. Nothing in this Agreement shall be construed to create any duty or any liability to or any right of suit or action whatsoever, to any person not a Party to this Agreement.

15.4 Survival

Cancellation, expiration, termination of this Agreement or arbitration of disputes shall not relieve the Parties of obligations that by their nature should survive such cancellation, expiration or termination, including, without limitation, warranties, remedies, promises of indemnity and confidentiality.

15.5 Language

The language of this Agreement shall be English. All documents, notices, waivers and all other communication written or otherwise between the Parties in connection with this Agreement shall be in English.

15.6 Entirety

This Agreement and the Schedules attached hereto are intended by the Parties as the final expression of their agreement and are intended also as a complete and exclusive statement of the terms of their agreement.

15.7 Assignment

This Agreement may not be assigned by either Party other than by mutual Agreement between the Parties in writing.

15.8 Confidentiality

Each of the Parties and their contractors, consultants and agents shall hold in confidence the Agreements relating to the Project and all documents and other information, whether technical or commercial, which is of a confidential nature supplied to it by or on behalf of the other Party relating to the design, construction, insurance, operation, maintenance, management and financing of the Project and shall not save as required by law or appropriate regulatory authorities and their professional advisers, to publish, disclose or use the same for its own purposes other than as may be required to perform its obligations under this Agreement.

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15.9 Invalidity of this agreement

This Waste Supply Agreement will become null and void if all or any of the agreements ( Power Purchase Agreement, Land Use Agreement and Implementation Agreement) is terminated.

15.10 Counterparts This Agreement is executed in English in counterparts and all so executed counterparts shall constitute one Agreement binding on both Parties hereto.

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written. On behalf of [Company name]

By : _________________________ By : _________________________ Name : Name : Title : Title :

Seal: Seal:

Witness Witness

By : _________________________ By : _________________________ Name : Name : Title : Title :

Seal: Seal:

Witness Witness

On behalf of Narayanganj City Corporation

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SCHEDULE 1

Compensation Calculation for “n”th Year

Table 1.1 Shortfall of MSW Calculation for (Name of the Month)

Date

Minimum Waste Requirement (Metric Ton)

[According to the Waste Supply Order]

Actual Waste Supplied (Metric Ton)

Waste Supply Difference (Metric Ton)

(2)- (3)

Shortfall of Waste Supply (Metric Ton)

[Applicable only if value of column 4 is Positive]

* 2 3 4 5

1

2

3

4

5

…

…

…

28

29

30

31

Total

30

Table 1.2 Shortfall of Waste Supply and Liquidated Damages Calculation for “n”th Year

Month Shortfall of Waste Supply

(Metric Ton) From Table 1.1

Liquidated Damages Amount

2

3

4

5

6

7

8

9

10

11

12

Total

(BDT)

* 1 2 3=1*2

1

Imposed Liquidated Damages

(BDT 100.00/Metric Ton)