SERVICE AGREEMENT
This Service Agreement (hereinafter referred to as the ‘ Agreement ’ ) is executed on
this 01 st day January 2024 (Two Thousand and Twenty-Four) of the Christian era .
BETWEEN
( 1 ) SUMMIT CORPORATION LIMITED, (‘SCL’) a public company limited by
shares and duly registered under the Companies Act, 1994 having its registered office
at 11 th floor, Summit Centre, 18 , Karwan Bazar C / A , Dhaka-1215 , represented by the
Additional Managing Director, Mr. Mohammad Faisal Karim Khan , hereinafter
referred to as the ‘Service Provider’ of the ONE PART;
AND
(2) SUMMIT POWER LIMITED , (‘SPL') a company limited by shares and duly
registered under the Companies Act, 1994 having its corporate office at Summit
Centre , 18 , Karwan Bazar Commercial Area, Dhaka-1215 , represented by the
Managing Director Md. Mozammel Hossain, hereinafter referred to as the ‘SPL’ of
the ‘ SECOND PART’ ;
AND
( 3 ) SUMMIT BIBIYANA POWER COMPANY LTD , a company limited by
shares and duly registered under the Companies Act, 1994 having its corporate office
at Summit Centre , 18 , Karwan Bazar Commercial Area, Dhaka-1215, represented by
the Managing Director S.M. Noor Uddin, hereinafter referred to as the ‘SBPCL’ of the
‘THIRD PART’ ;
AND
(4) SUMMIT GAZIPUR II POWER LTD . , a company limited by shares and duly
registered under the Companies Act , 1994 having its corporate office at Summit
Centre, 18, Karwan Bazar Commercial Area, Dhaka-1215, represented by the
66
5
I
Managing Director Md. Mozammel Hossain , hereinafter referred to as the ‘SGIIPL’
of the ‘ FOURTH PART ’ ;
AND
(5 ) SUMMIT MEGHNAGHAT POWER COMPANY LTD . , a company limited
by shares and duly registered under the Companies Act , 1994 having its corporate
office at Summit Centre , 18 , Karwan Bazar Commercial Area, Dhaka-1215,
represented by the Managing Director A.N.M. Tariqur Rashid , hereinafter referred to
as the ‘SMPCL’ of the ‘FIFTH PART’;
AND
(6 ) SUMMIT NARAYANGANJ POWER UNIT II LTD . , a company limited by
shares and duly registered under the Companies Act , 1994 having its corporate office
at Summit Centre , 18 , Karwan Bazar Commercial Area , Dhaka - 1215 , represented by
the Managing Director Md. Mozammel Hossain, hereinafter referred to as the
‘SNPUIIL’ of the ‘SIXTH PART’;
AND
( 7 ) SUMMIT BARISAL POWER LTD . , a company limited by shares and duly
registered under the Companies Act , 1994 having its corporate office at Summit
Centre, 18, Karwan Bazar Commercial Area, Dhaka-1215, represented by the
Managing Director Md. Mozammel Hossain, hereinafter referred to as the ‘SBPL’ of
the ‘SEVENTH PART’ ;
AND
( 8) SUMMIT CHITTAGONG POWER LTD., a company limited by shares and
duly registered under the Companies Act, 1994 having its corporate office at Summit
Centre , 18 , Karwan Bazar Commercial Area , Dhaka- 1215 , represented by the
Managing Director Md. Mozammel Hossain, hereinafter referred to as the ‘SCPL’ of
the ‘EIGHTH PART’ ;
fwtrrf ^ R ” 66
9
H O ( ?
AND
( 9) ACE ALLIANCE POWER LIMITED, a company limited by shares and duly
registered under the Companies Act, 1994 having its corporate office at Summit
Centre, IS , Karwan Bazar Commercial Area, Dhaka-1215 , represented by the
Managing Director Md. Mozammel Hossain , hereinafter referred to as the ‘ AAPL’ of
the ‘ NINTH PART ’ ;
AND
( 10 ) SUMMIT M EG SIN AG IIAT- II POWER COMPANY LTD . , a company
limited by shares and duly registered under the Companies Act, 1994 having its
corporate office at Summit Centre, 18 , Karwan Bazar Commercial Area , Dhaka-1215,
represented by the Managing Director A.N.M. Tariqur Rashid , hereinafter referred to
as the ‘ SMIIPCL ’ of the ‘TENTH PART ’ ;
AND
( 11) SUMMIT LNG TREMINAL CO . ( PVT. ) LTD . , a company limited by shares and
duly registered under the Companies Act, 1994 having its corporate office at Summit
Centre, 18 , Karwan Bazar Commercial Area , Dhaka-1215 , represented by the
Managing Director A.N . M. Tariqur Rashid, hereinafter referred to as the ‘SLNG’ of
the ‘ELEVENTH PART’ ;
The parties Nos. 2- 11 shall collectively be referred to as the Service Receivers and / or
the Subsidiaries throughout this Agreement. The parties Nos. 1 - 11 shall collectively
be referred to as ‘Parties’ and severally referred to as ‘Party’.
66
5
WHEREAS:
Summit Centre (the Building), owned by Summit Corporation Limited, is the
corporate head office of the Subsidiaries of SCL. In the past, the Subsidiaries entered
into separate rental agreements with the Service Provider to obtain rental services in
consideration of monthly rental.
( A )
(B) The Parties upon mutual discussion have decided to use Summit Centre as their
head office exclusively occupied by SCL ’ s Subsidiaries and since then upon executing
a mutual service agreement dated 1 st January 2018, the subsidiaries have consistently
paid service charges based on actual usage of space within the building to the Service
Provider. These service charges include various expenses such as maintenance costs ,
salaries for building administration staff, lift and generator operations, water and
electricity consumption, building taxes, and other related expenditures. The
calculation of service charges for each subsidiary is detennined by the percentage of
space occupied by each Subsidiary within the building.
The service agreement dated 1 st January 2018 with the Subsidiaries expired on
31 December 2019 and thereafter on the basis of a letter from BAC ( as defined below)
to the Subsidiaries for extension of the service agreement , the Subsidiaries have been
paying service charge monthly as per original service agreement dated 1 st January
2018.
( C )
(D) The Parties now wish to execute this agreement for providing and receiving
services as per the terms of this Agreement.
NOW THIS SERVICE AGREEMENT WITNESSETH AS FOLLOWS:
The Parties hereto, for themselves, their heirs, executors, administrators, legal
representatives, successors and assigns hereby covenant as follows: -
That the Service Provider demises unto the Service Receivers all that
office space, as set-out in Appendix 1, of the Building together with the use
and enjoyment of entrance, staircase , lifts , building management staff,
common space as specified unto the Service Receivers from 01 January 2024
for a tenn of 5 (Five) years expiring on 31 December 2028.
( 1 )
The Building shall be managed by the Service Provider ’ s Building
Administration Committee (hereinafter ‘ BAC ’ ).
( 2 )
The chairman of the BAC shall be Mr. Azharul Haque , FCA, Director
Finance, Summit Corporation Limited. During his tenure, he will be assisted
by Colonel (Retd) Jawad U 1 Islam along with the administrative heads of all
the Subsidiaries until further notice from the Service Provider.
( 3 )
Page 4 of 12
The Service Provider shall not be entitled to any rent from the Service
Receivers, but for the payables as stated in clauses 5 and 7 below.
Being the beneficiaries, the Service Receivers shall pay to the Service
Provider all building maintenance expenditures, including , staff salaries of
building administration , logistics expenses, lifts maintenance costs, generator
maintenance and operation costs, water bills , electricity bills, building cess and
taxes shall be borne by the Service Receivers proportionate to the space
occupied by the respective Sendee Receivers in the Building , more specifically
set-out in Appendix 1 . A complete list of all Service Receivers along with
breakdown of their respective service charge contribution in percentage, space
occupancy , etc is provided in Appendix 1.
( 5 )
The maintenance and service charges as set- out in clause 5 above shall
be paid in advance on or before the 7 th day of every English calendar month
and all utility bills must be settled within five working days upon receipt of the
respective utility bills.
( 6 )
The Service Receiver shall make advance payment on a monthly basis
to the Service Provider of amount as set-out in Appendix 1 for the services as
stated in clause 5 above to BAC until further notice by the Service Provider.
Any unadjusted amount paid in advance by the Service Receivers shall be
adjusted either at the time of termination by either Party or at the time of
amendment to Appendix 1 , whichever is earlier.
( 7 )
BAC shall submit to the Service Receiver the debit advice on a monthly
basis allocating all related building maintenance expenses at actual and the
proportionate payment to be made by the Service Receiver pursuant to the
Appendix 1.
( 8 )
Any changes in the terms and conditions of this Agreement shall be
communicated duly and modified by a written amendment signed by the party
against whom enforcement of such modification is sought.
( 9 )
(10) All the Parties are to adhere to any instruction / circular published by the
Government of Bangladesh in future in connection with utility bills .
The Service Receivers shall use the Building as their registered address.
The Service Receivers shall keep the interior of the Building, including
flooring and ceiling, all fixtures and fittings , including doors , windows, locks,
electric wire and installation and fittings for light and power and other fixtures
and additions thereto in good and useable condition. The replacement or repair
( 11 )
Page 5 of 12
of any part of the Building and the replacement of Service Provider ’ s fixtures
and fittings therein including those in Bathrooms, Toilets etc . which may be
broken or damaged due to acts or omissions of the Service Receivers, its agents
or invitees shall be at the Service Receivers’ own cost.
The Service Receivers are not permitted to make any addition or
alteration to the Building without first having obtained the consent of the
Service Provider in writing.
( 12 )
The Service Receivers shall not place such load upon any floor of the
Building in excess of the floor loading capacity of the Building. The Service
Receivers shall distribute load on his floor in accordance with the directions of
the BAC. In the interpretation and application of the provisions of this clause ,
the decision of the BAC shall be final and building upon the Service Receivers.
( 13 )
The Service Receivers shall not place or permit to place any holes ,
any damages to the structures, attachments or adhesions of any nature to the
mosaic floors, windows , doors or frames on the demised premises.
( 14)
The Service Receivers shall always permit the Service Provider or his
nominees at all reasonable times to enter the demised premises and to view the
conditions thereof and to do such works and things as may be required for any
repair, alterations or improvements to the Building or any other part or parts of
the Building. The Service Receivers are liable to pay the Service Provider’ s
costs of such repairs or replacement caused due to acts or omissions of the
Service Receiver.
(15)
The Service Receivers shall not use the Building for any unlawful
purpose or for the sale or storage of goods and merchandise other than a
limited quantity for use as samples and shall not bring upon the premises arms,
ammunition or unlawful goods, gunpowder or store kerosene or any explosive
or combustible substance in any part of the said premises and shall not place
or leave in the entrance or stairways, passages or corridors of the Building any
bricks or rubbish or such other material that encumber the same and shall keep
the said premises in a clean condition.
(16)
All alterations, installations, additions, improvements and floor
covering (except carpet) made and installed by the Service Receivers upon or
in the Building which are of a permanent nature or which cannot be removed
without structural or bodily damage to the building shall become the property
or the Service Provider and shall be surrendered with the Building as a part
thereof at the end of the terms of this lease or any prior termination thereof.
( 17 )
Page 6 of 12
The Service Receivers shall not sell , assign, mortgage , lease, sublease,
underlet or in any other manner transfer or part with the actual or legal
possession or the use of the said premises or any part thereof for any term
whatsoever without the previous consent in writing of the Service Provider.
Jhe Service Receivers shall not without the previous consent of the
Service Provider in writing, affix, paint or otherwise exhibit any name plate,
signboard, neon-sign , light fittings, placard, poster or advertisement or other
thing whatsoever, so as to be visible from the exterior of the Building or in
common areas within the Building or any part thereof.
( 19 )
The Service Receivers shall replace all tubes, chokes, starters, bulbs,
glasses, windows, door lock, latches, bolts and other items, of daily use while
in occupation of the Building at the cost of the Service Receivers except where
the replacement is necessary by act of God.
( 20 )
The Service Receivers shall at the expiration or earlier termination of
this Agreement , give vacant possession of the Building with the fittings and
fixtures thereto (other than such Service Receivers ’ fixtures) in good and
useable condition and repair after allowing normal wear and tear to the
satisfaction of the Service Provider .
( 21 )
The Service Receivers shall ensure that they shall at all times comply
with all local laws, regulations , statutes , as applicable in Bangladesh from
time to time and shall meet all applicable standards of operations to ensure
that the premises are safe to use and in good condition.
( 22 )
The Service Provider hereby covenants with the Service Receivers that
the Service Receivers shall peacefully enjoy the Building without any
interruption from the Service Provider provided always and it is hereby agreed
that.
(23)
If the cost of utility bills provided for in clause 5 , or the monthly
advance payment in clause 7 herein before or any part thereof shall at any time
be unpaid for 30 (Thirty) days after becoming payable (whether formally
demanded or not) or any covenant on the Service Receivers’ part herein
contained shall not be performed or observed or if the Service Receiver shall
become bankrupt or go into dissolution or liquidation, in such cases, the
Service Provider shall legally be able to enter the Building and thereupon the
demise shall absolutely cease and the Service Provider shall be entitled to
undertake legal action against the Service Receiver for realization of dues or
for branch of any obligation under this Agreement by the Service Receiver.
(24)
Page 7 of 12
The Service Provider shall undertake necessary repairs, white wash and
painting of the doors, windows and other necessary works of the Building at
their own cost once in three years, or as and when required.
Any notice called for under this Agreement shall be in writing. Any
notice to the Service Receiver shall be sufficiently served if left addressed to it
on the demised premises or sent to it by post or left at its last known address in
Bangladesh and any notice to the Service Provider shall be sufficiently served
if sent by Registered post or delivered personally to its Chairman at the address
herein given.
(26 )
The professional charges of the Service Provider (if any) incidental to
the preparation of this Agreement in duplicate and the stamp duty and
registration fee (if required ) of this Agreement shall be paid by Service
Receivers.
(27)
The Service Receivers shall indemnify, defend and hold the Service
Provider harmless from and against all or any loss, costs and expenses,
including court costs and lawyers' fees for any claim, suits, judgments,
demands, actions or liabilities arising out of or in any way in connection with
the occupation or use of the Building in accordance with this Agreement.
(28)
The Service Provider shall not in any way be liable for any loss or
damage or expense which the Service Receivers may sustain or incur if either
the quantity or character of electric service is changed or is no longer available
or suitable for the Service Receivers ’ requirements. Any additional need to
supply the Service Receivers’ electrical requirement, upon written request of
the Service Receivers , shall be installed by the Service Provider at the sole cost
of the Service Receivers, if in the Service Provider’s judgment the same are
necessary and will not cause permanent damage or injury to the Building or
cause or create a dangerous or hazardous condition, involve excessive or
unreasonable alternation, repairs or expenses or disturb other Service
Receiver’s or occupants. The Service Receivers covenants and agrees that at
the times , its use of electricity shall never exceed the capacity of existing
feeders to the Building or the riser or wiring installation and that all the
aforesaid costs and expenses are chargeable and collectable in addition to the
rent and other charges and shall be paid by the Service Receivers to the Service
Provider.
( 29)
The Service Provider reserves the right to alter the advance amount as
set - out in clause 7 and Appendix 1 as and when necessary.
( 30 )
Page 8 of 12
Costs associated with replacement or repair or change or any Building
installation ( e .g lift, sub-station, structural design, utility installation , etc) shall
be borne by the Service Receiver in accordance with the percentage as set out
in Appendix 1 .
If the Building is totally damaged or are rendered wholly unbeatable
by fire or other cause and if the Service Provider shall decide not to restore or
not to rebuild the same , or if the Building shall be so damaged that the Service
Provider shall decide to demolish it or in any of such events, Service Provider
may within 90 ( Ninety) days after such fire or other cause, give the Service
Receivers a notice in writing of such decision , and thereupon the terms of this
Agreement shall expire by lapse of time upon the third day after such notice is
given, and the Service Receivers shall vacate the Building and surrender the
same to the Service Provider.
( 32)
If the Service Receivers or the Service Provider wants to discontinue
or terminate this Service Agreement voluntarily prior its expiry for any
reason(s) , at least 3(three) months prior notice in writing has to be served by
either Party clearly notifying the intention to terminate or discontinue this
Service Agreement , If the Service Receivers does not vacate and handover the
Building after due notice by the Service Provider within the stipulated time or
after the expiry of the this Agreement , the Service Provider reserves the right
take advance payment upto 3 months from the concerned Service Receiver and
the Service Provider shall take legal action against the Service Receivers for
unlawful occupation. On the expiry of this Agreement fixed herein, a fresh
agreement may be executed granted by the Service Provider for such period
and on such terms and conditions as may be agreed upon between the Parties,
provided the Service Receivers make a request in this behalf in writing at least
three months before the expiry of the period stipulated herein and in case the
Service Provider agrees to grant a fresh service agreement, the Service
Receiver shall execute a new deed embodying such terms and conditions as
may be agreed upon paying all costs and charges which may be necessary for
execution and registration thereof.
( 33 )
Any dispute arising out of or in connection with this Agreement ,
including any question regarding its existence, validity or termination, shall be
referred to and finally resolved by arbitration in Bangladesh in accordance with
the Arbitration Act 2001 for the time being in force. The language of the
arbitration shall be English.
(34)
This Agreement shall be governed by the laws of Bangladesh. (35)
Page 9 of 12
I
IN WITNESS WHEREOF the Parties hereto have hereunder set their hands and seals
on the day and year first above written.
For and on behalf of
Service Receiver No.1
For and on behalf of
Service Provider
MD . MOZAMMEL HOSSAIN
Managing Director
Summit Power Limited
OHAMMAD FAISAL KARIM
N
Additional Managing Director
Summit Corporation Limited
For and on behalf of
Service Receiver No.3
For and on behalf of
Service Receiver No.2
' V
MD. MOZAMMEL HOSSAIN
Managing Director
Summit Gazipur II Power Ltd.
S . M. NOOR UDDIN
Managing Director
Summit Bibiyana Power Company
Limited
For and on behalf of
Service Receiver No.5
For and on behalf of
Service Receiver No.4
tflD . MOZAMMEL HOSSAIN
Managing Director
Summit Narayanganj Power Unit II
Limited
A. N . M. TARIQUR RASHID
Managing Director
Summit Meghnaghat Power Company
Limited
Page 10 of 12
For and on behalf of
Service Receiver No. 7
For and on behalf of
Service Receiver No.6
MD. MOZAMMEL HOSSAIN
Managing Director
Summit Chittagong Power Limited
MD . MOZAMMEL HOSSAIN
Managing Director
Summit Barisal Power Limited
For and on behalf of
Service Receiver No.9
For and on behalf of
Service Receiver No.8
MD . MOZAMMEL HOSSAIN
Managing Director
Ace Alliance Power Limited
A.N . M . TARIQUR RASHID
Managing Director
Summit Meghnaghat II Power
Company Ltd.
For and on behalf of
Service Receiver No.10
A . N . M . TARIQUR RASHID
Managing Director
Summit LNG Terminal Co. ( Pvt .) Ltd.
Witnesses:
C * JL U . lw 1.
Colonel Jawad - Ul Islam (Retd )
Senior General Manager
( Head of Administration )
fiiLTirait Corporation limited Address :
2 . < -
tner . Nahid Hoasain
IASS ^ SSTI Address: Sumait Ctirponfat Lmtad
Page 11 of 12
APPENDIX
1
Service
Charge
and
Advance
Payment
by
each
Service Receiver Space Occupancy
V
s
>
8
. £
03
-
CI
c
©
©
O
Q
03
8
£
<
D
CD
C
<
/
)
=
2
:
CO
,
O
)
8
1
nr
a
>
CD
&
1 1
1
uT
O
-
a
-
2
w
§
T
c
1
e *
l
Name
of
the Subsidiaries
a
-
S
©
£
£
8
—
J
is
4
=
. o
cr
i
2
ei
©
w
©
—
Li
-
cr
CD
'
—
•
LL
.
&
<
s
CL
CL
=
5
f
©
8 “
c
a
_
Q
.
>
QC
.
2
-
c
<
o
_
c
.
g
.
;
c
<
>
<
678
1.65
6
th
(
E
40
%
) 4070 9.89
9.89
350
,
552
Summit
Corporation
Limited
7th
3392
8.24
2
nd
3392 3392
8
,
24
8.24 8.24
292
,
155 350
,
000
Summit
Oil
& Shipping
Co
.
Ltd
.
i
848
2.06
3
rd
11.50
11.50 407 ,
742
500
,
000
Summit
Communications
Limited
4734
3392 8.24
4
th 494
1.20
Basement
<
u
I
848
2.06
2.06 2.06
100
,
000
3
rd
848 73
,
039
Summit
Towers Limited
CL
c
1696
4.12
146
,
078 200
,
000
3
rd
1696 4.12 4.12
Advanced
Digital
Solutions
Limited
o
z
:
0.54
19
,
293 50
,
000
224 224 0.54
0.54 Summit
Holdings
Limited
6
th
( E
13.2 %
)
336
0.82
28
,
940
50
,
000
336
0.82 0.82
Summit
Technopolis
Limited
6
th
(
E
19.8
%
)
1.11
39
,
448
50
,
000
458 458
1.11
1.11
Cosmopolitan
Equities
Limited
6
th
{
£
27 %
}
5
th 1696 4.12
292
,
155 325
,
000
8.24
8.24
Summit Bibiyana Power Company
Limited 3392 12 th 1696
4.12
§
a
<
:
:
5
th
1696
4.12
Q
9.61 340
,
819
400
,
000 3957 9.61
Summit Meghnaghat Power Company
Limited
6
th
(
W 33.33
%
)
565 1.37
a
)
.
£
1696
4.12
12
th
13
1.37 1.37 48
,
664
6
th (
W 33.33
%
)
565 565
1.37 60 , 000
Summit
Meghnaghat II
Power
Company
Limited
6 th
(
W
33.34
%
)
100, 000
1.37 1.37
48
,
664
Summit LNG
T
erminal
Co .
(
Pvt )
Ltd
.
565
565
1.37 1445
3.51
1
st
8
,
-
td
1445 3.51
1
st
E
:
8
th 3392 8.24
<
D
3
41.11
1
, 457
,
244
1
,
750
,
000
16919 41.11
3392
8.24
Summit power Limited
:
9 th
o
CL
10
th 3392 8.24
£
11 th 3392 8.24
E
Z
3
Basement 461 1.12
cn