CONFIRMED: “NARANBULAG KHAN” LLC CONFIRMED: “ANAND ROAD” LLC

DIRECTOR EXECUTIVE DIRECTOR

[Stamp] [Stamp]
/ Signature/ / Signature/
BALDANDORJ D. ERDENE B.

Contract for Joint Venture Agreement to complete the construction of “Chinggis City - Berkh 20 km
asphalt paved road construction project”

27 April, 2019 No. ARH-01/19 Ulaanbaatar City

This Joint Venture Agreement is made between “Naranbulag khan” LLC /hereinafter referred to
as a representative, A side/ and “Anand Road” LLC / hereinafter referred to as a partner, B side/ in
accordance with the 476-480 and 487-490 decree of Civil Law of Mongolia, and other relevant
legislations.

One: Common Ground

1.1 Both sides agreed to complete the construction work for “Chinggis City - Berkh 20 km asphalt
paved road construction project” employed by the Ministry of Road and Transport Development of
Mongolia / hereinafter referred to as the Client./
1.2 Both sides are to prioritize each other’s interests and work together in faith with equal rights.
1.3 Side A is to complete 20% and side B is to complete the remaining 80% of the total construction
work. Payment shall be distributed according to the completed work mentioned above, and both sides are
liable for implementation of the project.
1.4 Contract with the Client, and authorized budget by the client are unconditional part of this
contract.

Two: Obligations of both sides

2.1 Total construction work will be completed on time and specialist subcontractors can be employed
by the Contractor. All sides should complete the construction work in accordance with the technical
drawings, technical specifications and requirements of the Consulting Engineer and should perform
satisfactory work, which will be paid upon the completion of construction work by Employer.
2.2 Work to be performed by both sides and budget:

2.2.1 From Side A: All drainage system works, culverts and road furniture works for CH0+000-
CH20+000 and the budget for this is 3 478 265 250 / three billion four hundred seventy-eight million two
hundred sixty-five thousand two hundred and fifty tugriks./
2.2.2 From Side B: All earthworks, CTB layer, asphalt pavement work for CH0+000-CH20+000
and the budget for this is 13 913 060 999 / thirteen billion nine hundred thirteen million sixty thousand
nine hundred and ninety-nine tugriks./
2.3 In case any side could not finish the construction work within the construction schedule, other
sides can help complete the work. Any additional work from the helping side shall be paid respective to
the work done.
2.4 Both side A and B can employ specialist subcontractors that they will take full responsibility for
the work for specialist subcontractors.
 Three: Contract bill, budget and payment authorization

3.1 Total budget for this project will be 17 391 326 249 / seventeen billion three hundred ninety-one
million three hundred twenty-six thousand two hundred and forty-nine thousand tugriks./
3.2 Payment shall only be made to the bank account, created for this project, with authorization by
Side A of signature, and with authorization by Side B of signature.
3.3 Payment received at the bank account of this project shall be distributed to both sides' bank
account based on the completed works.
3.4 Work completion
3.4.1 Work to be completed shall be according to the technical specifications and technical drawings
stated on section 2.2 of this contract.
3.4.2 Payment on work completion shall be calculated based on the work completed from Side A and
Side B.
3.4.3 Relevant and proper deductions will be made from the payment for completion of work.
3.5 Deduction
3.5.1 Deduction on pre-payment
3.5.2 Performance Security
3.5.3 Cost of consulting from the client
3.5.4 Cost of standardization

Four: Organization of Joint Venture

4.1 The work procedures will follow the statement on section 1.1 and according to the statements
below.
4.1.1 Side A works as a representative of the Joint Venture to the client.
4.1.2 Directive Board shall be made for this project from both Side A and Side B.
4.1.3 The Directive Board shall have a meeting every week to consult with the progress of the project
and resolve any conflicts immediately. The meeting can be called any time by the head of the Directive
Board if necessary.
4.1.2.1 The Directive Board is responsible for the project management and provides all means
necessary.
4.1.2.2 Both sides will follow the guidance of the Directive Board.

Five: Rights and obligations of parties

5.1 Both sides shall follow strictly the construction schedule and in case of time loss, it shall provide
all means necessary to complete the late tasks.
5.2 Both sides are required to be patient with the other side and to resolve any conflicts through
negotiation and in a formal manner throughout the completion of the project.
5.3 Both sides are required to inform the other side about any necessary information, and are to form
seminar meetings in order to complete the project within a time frame.
5.4 Revenues made from the completion of the project shall be distributed according to the
agreement from both sides.
5.5 Any financing to the project, shall be made from both sides agreed upon.
5.6 Both sides are authorized to go to meetings with the client, to receive guidance from the
Consulting Engineer, and are liable to any responsibilities that may arise.
5.7 Both sides are required to provide the organizational chart, professional operators and engineers
to the project.

Six: Responsibility

6.1 Both sides are required to be patient with the other side and to resolve any conflicts through
negotiation and in a formal manner throughout the completion of the project.
6.2 During the completion of the project, any unforeseen work cost or time loss inquiry shall be
compensated from sides according to the 20/80 arrangement.
6.3 Both sides are required to reimburse any time, revenue loss and to take responsibilities to any
liability to the project.
6.4 Both sides are required to reimburse any amount to the other side from lack of responsibility to
the contract.
6.5 Any loss will be reimbursed due to not following the requirements of the contract in accordance
with the relevant legislatives.
6.6 In case of a task not being completed on time in accordance with the construction schedule, the
side at fault shall pay any additional cost and is responsible for the outcomes. The side at fault shall
truthfully evaluate the extra cost to the project and to the other side and pay the loss to the other side in a
formal manner without any conflict.

Seven: Addendum to the contract

7.1 Any request to make addendum to this contract shall be agreed upon before being added. The
Directive Board shall make the final decision whether to add or not.
7.2 In case the Directive Board does not finalize a decision about the addendum, it shall not be
added to the contract.
7.3 The Directive Board is responsible to resolve any conflict on matters of this contract in a formal
way.

Eight: Others

8.1 Both sides shall prioritize the Civil Law of Mongolia and other relevant legislations.
8.2 Any requirements on this contract shall not be transferred to third parties from both sides. In
honorable reason from one side to no longer continue the project, the other side is privileged to lead the
construction.
8.3 This contract is copied twice to each side for the saving.

This contract is made by:

Authorized from “Naranbulag khan” LLC: Authorized from “Anand Road” LLC

General Engineer General Engineer

/Signature/ [Stamp]
Arakhad G. /Signature/ Enkhbayar Ts.

General Accountant General Accountant

/Signature/ Enkhtsengel D. /Signature/ Erdenebileg B.
Address: Khan Uul District, 3rd khoroo, Address: Chingelte District, 6th khoroo,
96th of the workers. 6th khoroolol, Ikh Toiruu 68-1, 823 of
Logos building

Tel: 77103535, 99031604, 9906504 Tel: 7013-0001, 99995223, 99063085

E-mail: info@naranbulag-khan.mn E-mail: info@anandroad.mn