MAIN CONTRACT
in respect of the building, financing and operating of the
"Coal-Waste Moscow" waste incineration Complex
according to the BOOT model
between
the Government of the City of Moscow, Russian Federation
represented by the First Deputy Premier
of the Government of the City of Moscow,
Mr. Boris Vassilyevich Nikolsky, acting on the basis
of the Constitution of the City of
Moscow and the powers of attorney in accordance
with Resolution No. 860 of the Government
of the City of Moscow dated 10th November 1998,
"On the realisation of the project to build a
waste incineration plant in accordance with the
offer submitted by the company "THG Ost-West mbH"
hereinafter called the "Client"
and
THG Ost-West mbH
Beisenstr. 39 - 41
45964 Gladbeck
Germany
represented by the Director, Prof. Dr. Heinz Holter,
acting on the basis of the company charter
- hereinafter called the "Contractor" -
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Table of Contents
Article 1 Definitions and terms
Article 2 Subject-matter and general conditions of the Contract
2.1 Subject-matter of the Contract
2.2 Project Company (Project Sponsor)
2.3 Investment Contract
2.4 Property rights
2.5 Operation of the Complex
2.6 Contracts and documents required to implement the Project
Article 3 General Project implementation terms
3.1 Technical performance decisions
3.2 Involvement of third parties
3.3 Mutual obligation to exchange information
Article 4 Obligations of the Project Company
4.1 Securing the Project finance
4.2 Building permits and operating licences
4.3 Construction of the Complex
4.4 Transfer of the Complex to the Client
Article 5 Operation of the Complex
5.1 Contract for the Disposal of Municipal Solid Waste
5.2 Acceptance and processing of the municipal solid waste
5 3 Supply and disposal of the waste
5.4 Furnishing of information on the operation of the Complex
5.5 Commencement of work on the disposal of municipal solid
waste
5.6 Fee for the disposal of municipal solid waste
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Article 6 Elements and level of the investment costs
6.1 Basic price
6.2 Additional costs
6.3 Annual interest
6.4 Customs duties and taxes
6.5 Investment costs
6.6 Validity of the basic price
6.7 Payment plan and due dates
6.6 Currency
6.9 Documentation
Article 7 Obligations of the Client
7.1 Support for the Project Company by the Client
7.2 Lease agreement for the Moscow site
7.3 Transfer and preparation of the Moscow site
7.4 Payback of investment costs
7.5 Guarantee of payment of the fee for the disposal of
municipal solid waste
7.6 Guarantee of acceptance of residual and recyclable
materials
Article 8 Customs duties and taxes
Article 9 Changes in the general performance conditions
9.1 Changes in the costs
9.2 Changes in conjunction with the results of financial
engineering
Article 10 Liability
Article 11 Regulatory Commission
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Article 12 Force majeure
Article 13 Amendments
13.1 Trustful cooperation
Article 14 Term and termination of the Contract
14.1 Term
14.2 Termination of the Contract for important reasons
14.3 Consequences of a termination of the Investment Contract
Article 15 Arbitration
Article 16 Concluding provisions and Appendices
16.1 Assignment of claims
16.2 European Monetary Union
16.3 Severability clause
16.4 Appendices
16.5 Written form
16.6 Language and number of copies
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Article 1
Definitions and terms
The contracting parties have agreed on the following definitions for this
Contract:
1.1 Municipal solid waste solid waste from residences,
commercial enterprises and
organisations, wastes similar in
content to domestic waste.
1.2 Coal-waste systems technology (CWS) the principle of the combustion of
waste-derived fuel in a separate
grate incinerator (a so-called
satellite furnace) and utilization of
the energy inherent in the flue gases
in a conventional power station steam
generator. This technology was
developed by the Holter group of
companies and enjoys international
patent protection
1.3 Project the construction of the "Coal-Waste
Moscow" Complex for the disposal of
municipal solid waste using the
coal-waste systems technology
developed by Prof. Dr. Heinrich
Holter.
1.4 Ryasan power station the thermal power station located at
Ryasan and operated by OAO
"Ryasanskaya GRES".
1.5 Power station operator OAO "Ryasanskaya GRES".
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1.6 Complex the entire buildings, facilities and
equipment located on the territory of
the City of Moscow on the site of
Ryasan power station for the sorting,
processing, transporting and
combusting of waste in a satellite
incinerator with subsequent thermal
utilisation of the flue gas in a
steam generator at Ryasan power
station.
1.7 Creation of the Complex the construction of buildings and
facilities, the supply and assembly
of equipment, and the commissioning
of the Complex
1.8 Operating phase period from the commissioning to the
transfer of ownership of the Complex
to the Client.
1.9 Project Company the Project Company "Kohle-Mull
Systemtechnik Moskau GmbH" (in
accordance with Resolution No. 860 of
the Government of the City of Moscow
dated 10th November 1998).
1.10 Project Sponsor the Project Company "Kohle-Mull
Systemtechnik Moskau GmbH",
responsible for implementing the
Project.
1.11 Ecotechprom the state-owned, unitary enterprise
"Ecotech prom", formed as a juristic
person and transacting business in
accordance with the legal
requirements of the Russian
Federation. The Client has nominated
Ecotechprom as the organisation
authorised to control the process for
the treatment of municipal solid
waste on the territory of the City of
Moscow.
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1.12 Operator joint venture in the form of a close
company to be established by the
Project Company and Ecotechprom for
the purposes of operating the
Complex. The Project Company shall
hold a majority of at least 70% of
the Operator's shares.
1.13 BOOT model the financing, planning, building and
operating of the Complex and
subsequent transferring of the
property rights in the Complex from
the Project Company to the Client.
1.14 Moscow site part of the site in Moscow formerly
belonging to Ecotechprom that is
required for the construction of the
Complex.
1.15 Management Contract contract to be concluded by the
Project Company and the Operator that
governs the principles of management
of the Complex by the Operator.
1.16 Contract for the Disposal of
Municipal Solid Waste contract to be entered into by
Ecotechprom and the Operator in
respect of the acceptance and
disposal of municipal solid waste.
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1.17 Investment Contract contract to be concluded by the
Project Company and, on behalf of the
Client, the Investment Policy and
State Funding Administration in
respect of the funding, planning,
building and subsequent transferring
of the property rights in the Complex
to the Client.
1.18 Investment costs all the costs of creating and
financing the Complex.
1.19 Investment phase period from the time the finance is
secured to the commissioning of the
Complex.
1.20 Financial engineering the requisite expertises, reports and
audits demanded by the financing
organisations for the authorisation
of the finance.
1.21 Contract this Contract entered into by the
Contractor and the Client according
to the BOOT model.
Article 2
Subject-matter and general conditions of the Contract
2.1 Subject-matter of the Contract
For the purposes of creating an ecologically sound and cost-effective waste
disposal model in Moscow the Client hereby appoints the Contractor to
finance, plan, build and operate according to the BOOT model the waste
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disposal complex In Moscow in accordance with the technological system
"Coal-Waste Systems Technology" developed by Prof. Dr sc. Dr.-Ing. Heinz
Holter.
The Client agrees to pay the investment costs referred to at Art. 6 over
the course of 15 years from the date the Complex is taken into operation.
2.2 Project Company (Project Sponsor)
The Project shall be implemented by the Project Company "Kohle-Mull
Systemtechnik Moskau GmbH." The Project Company is the sponsor of the
Project.
The rights and obligations associated with the financing, planning and
building of the Complex and the subsequent transfer of the property rights
in the Complex to the Client at the end of the agreed period shall accrue
only in the person of the Project Sponsor (the Project Company).
2.3 Investment Contract
Under the terms of this Contract the Client, represented by the Investment
Policy and State Funding Administration, shall conclude an Investment
Contract with the Project Company in which the Project Company undertakes
to finance, plan, build and subsequently transfer the property rights in
the Complex to the Client on expiry of a 15-year period starting from the
date the Complex is taken into operation.
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2.4 Property rights
On completion of the planning and construction work, the Project Company
shall purchase the property rights in the Complex, which shall be
registered and documented in accordance with the statutory requirements of
the Russian Federation.
Until such time as the property rights in the Complex are transferred to
the Client, the Project Company shall for the duration of the Investment
Agreement remain the owner of all the facilities, buildings and equipment
it constructs or installs in the Complex, including any refurbishments made
during the course of operation of the Complex.
2.5 Operation of the Complex
The technical and commercial operation of the Complex for a period lasting
15 years after commissioning shall be performed by the Operator on the
basis of a contract to be concluded with Ecotechprom in respect of the
disposal of municipal sold waste.
Ecotechprom has been nominated by the Client as the organisation
responsible for the disposal of municipal solid waste on the territory of
the City of Moscow.
The Operator shall be formed and duly registered by the Project Company and
Ecotechprom as a close company operating in the Russian Federation. The
Project Company shall have a majority shareholding in the Operator of at
least 70% of the shares. The basis for the formation of the Operator shall
be the company formation agreement entered into by the Project Company and
Ecotechprom.
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2.6 Contracts and documents required to implement the Project
During the course of Project development the Parties shall ensure that the
following essential contracts and documents are drawn up and concluded:
a) Investment Agreement entered into by the Client and the Project Company
in respect of the financing, planning and building of the Complex and
subsequent transfer of the property rights therein to the Client;
b) Contract for the Disposal of Municipal Solid Waste entered into by
Ecotechprom and the Operator in which the details with respect to the
operation of the Complex and the payments for such operation are laid down;
c) contract entered into by Moskomsem and the Project Company in respect of
the transfer to the Project Company of the rights to use the site required
for the construction of the Complex in Moscow;
d) letter of guarantee issued by the Client in respect of the meeting of
the payment obligations owing to the Project Company in accordance with the
Investment Agreement;
e) guarantees issued by the Project Company with respect to the transfer of
the property rights in the Complex to the Client and the business
management rights to Ecotechprom in accordance with the terms of the
Investment Agreement.
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Article 3
General Project implementation terms
3.1 Technical performance decisions
The Project Company shall have a free rein in the choice of technical and
other such measures in the fulfilment of its duties when implementing the
Project so long as said measures are in compliance with the statutory
provisions in force in the Russian Federation and provide for a disposal of
municipal solid waste in accordance with the Contract for the Disposal of
Municipal Solid Waste and the Investment Agreement. In the process the
Project Company shall comply with the corresponding legal, technical and
ecological regulations that are in force in the Russian Federation at the
time the Investment Agreement is signed.
3.2 Involvement of third parties
The Client and the Project Company are entitled to avail themselves of the
services of third parties in the fulfilment of their duties under the terms
of this Contract.
3.3 Mutual obligation to exchange information
The Client and the Project Company shall inform each other immediately on
occurrence of any events that could hinder the Client and/or the Project
Company in the fulfilment of their obligations under the terms of this
Contract.
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Article 4
Obligations of the Project Company
4.1 Securing the Project finance
The Project Company shall assume the responsibility for financing all the
investment expenses incurred in the implementation of the Project.
One of the conditions for securing the Project finance is that the loans
must be secured by a guarantee provided by the state of North-Rhine
Westphalia and the guarantee to be provided by the Client referred to at
Art. 2.6d).
4.2 Building permits and operating licences
The Project Company shall apply for all approvals, permits, licences and
agreements required for the construction of the Complex (hereinafter
referred to as "permits") without delay. The Client shall assist the
Project Company in this to the best of its ability.
If the permits required to build the facility are not obtained on time
despite the correct and proper submission of the application by the Project
Company, with the result that the Project Company is unable to commence
and/or complete and/or commission the Complex by the times for completion
laid down in the Investment Agreement, the Project Company shall not be
bound by the times for completion agreed in the Investment Agreement. The
relevant times shall be put back by a period equivalent to the delay in the
granting of the permit concerned. Should the Project Company incur any
additional costs (in particular interest on finance) as a result of a delay
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for which the Project Company was not at fault, the Client shall refund
said additional costs to the Project Company on top of the investment costs
referred to at Art. 6.
If the delay in obtaining the permits is attributable to the incorrect
completion or submission of the applications for such permits by the
Project Company, the additional costs shall be borne by the Project
Company.
4.3 Construction of the Complex
On conclusion of the Investment Agreement, receipt of all the necessary
permits and securing of the finance, the Project Company shall construct
the Complex in accordance with the offer that formed the basis for the
wording of Resolution No. 860 passed by the Govemment of the City of Moscow
on 10th November 1998. The incineration performance diagram for the Complex
is attached to this Contract at Appendix 1.
4.4 Transfer of the Complex to the Client
The Project Company shall transfer ownership of the Complex to the Client
in a fully operational condition within the period laid down in the
Investment Agreement but no later than 15 years after the Complex was taken
into operation. The Project Company shall remain the owner of the Complex
until such time as ownership of the Complex is transferred to the Client.
A prerequisite for the transfer of the property rights in the Complex from
the Project Company to the Client shall be payment in full of the
investment costs according to Art. 6 of this Contract by the Client.
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The deadlines for and method and form of the transfer of property rights in
the Complex from the Project Company to the Client must comply with the
requirements of the statutory regulations in force in the Russian
Federation and shall be specified individually in the Investment Agreement.
Article 5
Operation of the Complex
5.1 Contract for the Disposal of Municipal Solid Waste
The Operator shall conclude a Contract for the Disposal of Municipal Solid
Waste with Ecotechprom that shall be valid for the duration of the
Investment Agreement. The Contract for the Disposal of Municipal Solid
Waste shall form the basis of the Operator's obligation to ensure the
technical and commercial operation and the supervision and control of the
Complex for the full term of the Investment Agreement using the funds paid
by Ecotechprom against the disposal fee in accordance with the Contract for
the Disposal of Municipal Solid Waste. In this connection the Operator
shall ensure that the necessary personnel, equipment and supplies are made
available. The Contract for the Disposal of Municipal Solid Waste shall
also specify the quantities and the quality of the waste delivered for
disposal.
5.2 Acceptance and processing of the municipal solid waste
Based upon the more detailed terms of the Contract for the Disposal of
Municipal Solid Waste, the Operator shall receive and process the wastes
delivered by Ecotechprom in accordance with Art. 5.3. Ecotechprom shall in
return for a separate fee take delivery and dispose of the residual
materials arising during processing of the waste.
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5.3 Supply and disposal of the waste
Ecotechprom shall guarantee the supply to the Complex of 240,000 tonnes of
waste per year of a composition specified at Appendix 2 to this Contract.
In the event of the main boiler being out of operation for a lengthy
period, e.g. during an inspection of the power station block, the fuel
recovered from the waste delivered to Ryasan power station during this time
shall be taken to the Ecotechprom landfill. The costs incurred shall be
incurred by the Operator.
The remaining details with respect to the operation of the Complex shall be
specified in the Contract for the Disposal of Municipal Solid Waste.
5.4 Furnishing of information on the operation of the Complex
The Operator shall inform the Project Company about the operating process
at the Complex. The Operator shall also inform the Client or Ecotechprom
without delay should the operation or the operating performance of the
Complex be impaired.
5.5 Commencement of work on the disposal of municipal solid waste
The Operator shall commence work on the disposal of municipal solid waste
as soon as the Complex is commissioned.
5.6 Fee for the disposal of municipal solid waste
The amount of the disposal fee and the method of payment thereof shall be
laid down in the Contract for the Disposal of Municipal Solid Waste.
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Payment in respect of the services to be provided for the disposal of
municipal solid waste shall be made according to a two-part contract tariff
made up of:
a) fixed costs
and
b) variable costs relating to a tonne of as-received waste,
The Parties are in agreement that the contract tariff must cover the costs
of customs fees and taxes that are to be paid by the Operator for operating
the Complex (with the exception of taxes on profits). In addition to the
fee for the disposal of municipal solid waste, the Operator shall be paid
an extra sum in the amount of 5.5 % of the disposal costs incurred to
permit the formation of an adequate profit, which sum shall be incorporated
in the fee for the disposal of municipal solid waste in accordance with the
Contract for the Disposal of Municipal Solid Waste.
Article 6
Elements and level of the investment costs
6.1 Basic price
The Project Company shall construct the Complex in accordance with the more
detailed terms of the Investment Agreement for a basic price totalling:
DM 114,000,000
(one hundred and fourteen million German marks)
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6.2 Additional costs
This basic price covers the costs of creating the Complex. It does not
include:
o the finance costs;
o the interest during the construction period;
o the costs of plant management and the warranty services provided by the
Project Company with respect to preventive maintenance and the
replacement of defective plant components
The above costs shall be calculated separately and added to the basic
price.
6.3 Annual interest
At the time this Contract is concluded the maximum annual rate of interest
for financing the costs of the investment will be 14 %. This rate may vary
before the Investment Agreement is concluded. In the event of a change in
the interest terms, the rate of interest for the investment costs to be
fixed in the Investment Agreement shall be amended accordingly.
6.4 Customs duties and taxes
The basic price referred to at Art. 6.1 does not include any of the customs
duties and taxes levied in the Russian Federation. These shall be
determined by the Project Company together with the Client in accordance
with Art. 8 "Customs duties and taxes" and added to the basic price. In the
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event of a change in the Russian regulations with respect to the levying of
customs duties and taxes, the Parties shall agree the extent of the change
in the investment cots.
6.5 Investment costs
Added together, the costs listed above represent the investment costs to be
refunded to the Project Company by the Client under the terms of the
Investment Agreement still to be concluded.
6.6 Validity of the basic price
The basic price referred to at Art. 6.1 shall be deemed binding only if
building work on the Complex has commenced by no later than 1st January
2000 and the schedule detailed in the programme for the construction of the
Complex (Appendix 3) can be met.
6.7 Payment plan and due dates
The payment plan and the due dates for the reimbursement of investment
costs shall be laid down in the investment Agreement. The periods for
payment in accordance with the Investment Agreement may be reduced by
mutual consent.
6.8 Currency
The payments laid down in the Investment Agreement shall be remitted by the
Client in German marks.
6.9 Documentation
The Project Company shall submit a document prepared according to the
international standard to the Client for each payment effected by the
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Client in which confirmation is given of the setoff of the payment made
against the investment costs to be reimbursed and the total amount of
payments already made is shown.
Article 7
Obligations of the Client
7.1 Support for the Project Company by the Client
The Client shall support the Project Company in the fulfilment of its
duties under the terms of the Investment Agreement, in particular with
respect to the obtaining of permits in accordance with Art. 4.2.
7.2 Lease agreement for the Moscow site
The Client shall ensure that the Project Company is able to sign in
accordance with the statutory regulations in force in the Russian
Federation and in time for the planned start of building a lease agreement
with Moskomsem governing the use of the site in Moscow on which the Complex
is to be constructed and permitting its operation by the Operator for the
full term of the Investment Agreement.
7.3 Transfer and preparation of the Moscow site
Before the start of building on the Moscow site the Client shall at its own
expense:
a) fence off and clear the Moscow site;
b) build or repair the roads leading to the fenced-off Complex site and
make changes to the infrastructure;
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c) provide the necessary service (such as water, gas and electricity,
heating and telephone) in the requisite quality and quantity at the site
boundaries.
The Client shall ensure the constant availability of the aforementioned
services for the full term of the Investment Agreement.
The details of the site preparation work shall be specified in the
Investment Agreement.
7.4 Payback of investment costs
With the goal of financially securing the transfer of title to the Complex
from the Project Company to the Client, the Client shall effect regular
payments to the Project Company in an agreed amount in repayment of the
investment costs according to Art. 6.
7.5 Guarantee of payment of the fee for the disposal of municipal solid waste
The Client guarantees the Operator payment in full of the fee for the
disposal of the municipal solid waste according to Art. 5.6 by Ecotechprom.
7.6 Guarantee of acceptance of residual and recyclable materials
The Client guarantees the regular acceptance and disposal of the residual
and recyclable materials arising during waste processing by Ecotechprom.
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Article 8
Customs duties and taxes
Prior to the Investment Agreement being signed the Project Company and the
Client shall ascertain the amount of customs duties and taxes that will be
levied in Russia and the City of Moscow during the investment phase and
specify the definitive investment costs (subject to any future changes to
be taken into account) in the Investment Agreement.
The Investment Agreement shall include a provision according to which the
investment costs will rise if the costs to be met by the Project Company
increase due to a change in the statutory regulations of the Russian
Federation.
Article 9
Changes in the general performance conditions
9.1 Changes in the costs
The investment costs and the fee for the disposal of municipal solid waste
agreed in this Contract shall be ascertained on the basis of the underlying
technical and economic conditions for the disposal of municipal solid waste
at the time this Contract was concluded. The Investment Agreement and the
Contract for the Disposal of Municipal Solid Waste shall therefore include
a provision according to which the corresponding payments shall be
reassessed if the underlying technical and/or economic conditions change
and these circumstances do not permit their being taken into account within
the scope of the price adjustment in accordance with the Contract for the
Disposal of Municipal Solid Waste. Should these underlying conditions
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change prior to the Investment Agreement and/or the Contract for the
Disposal of Municipal Solid Waste being signed, this change shall be taken
into account when the definitive investment costs and fee for the disposal
of municipal solid waste are laid down in the relevant project contracts.
The underlying conditions can change, for example, in the following cases:
a) following a change in Russian legislation or the enactment of official
directives that alter the essence of the contracts required to implement
the Project;
b) following the adoption of official decisions that necessitate an
extension to or conversion of the Complex or impose additional
requirements on the Complex;
c) if the Russian contracting parties involved in the waste disposal
process (in particular the operators of Ryasan power station or the
state Russian railway) are not prepared to offer their services to the
Project Company or the Operator on the terms and conditions previously
indicated.
9.2 Changes in conjunction with the results of financial engineering
In the event of changes in the implementation concepts described in this
Contract becoming necessary within the framework of the financial
engineering, the Client and the Contractor shall reach a decision on the
adjustments required as a result in the interests of both parties.
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Article 10
Liability
Matters with respect to the liability of the Client, the Project Company
and the other organisations participating in the Project shall be governed
by the contracts and agreements referred to at Art. 2.6 and any other
contracts and agreements required for the implementation of this Contract.
Article 11
Regulatory Commission
For the purposes of discussing and clarifying any questions and problems
arising during the performance of this Contract, the Parties shall set up a
Regulatory Commission whose composition and tasks shall be laid down at
Appendix 4 to this Contract (Stipulation with respect to the Regulatory
Commission). If it is not possible to resolve a dispute between the Parties
through the involvement of the Regulatory Commission within six weeks of
submission of an application to convene the Regulatory Commission, each
Party shall be entitled to instigate proceedings at the court of
arbitration in accordance with Art. 15 of this Contract.
For the purposes of discussing and clarifying any questions and problems
arising during the implementation of the Project, the contracts and
agreements referred to at Art. 2.6 shall also provide for the formation of
a Regulatory Commission by the Parties. The Regulatory Commission shall
deal in particular, with all questions on which the Parties to the relevant
contracts cannot reach agreement.
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Article 12
Force majeure
Where the Parties to this Contract are prevented from fulflling their
duties arising out of this Contract through circumstances and/or incidents
of force majeure beyond their control, such as noninsurable natural events,
strike, fire or governmental decisions, their obligations shall be
suspended accordingly.
Article 13
Amendments
13.1 Trustful cooperation
At the time this Contract was concluded it was not possible to foresee and
make full provision for any major circumstances resulting from technical,
economic and/or statutory legislative developments in the Russian
Federation.
In the event of an amendment to this Contract becoming necessary, the
Client and the Contractor therefore undertake to work together in an
atmosphere of trust and reach an agreement accordingly.
Above all, the principles of commercial loyalty and the general principles
of good faith shall apply in addition to the principles with respect to the
allocation of rights and obligations as expressed in this Contract.
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Article 14
Term and termination of the Contract
14.1 Term
This Contract shall take effect on being signed and expire on transfer of
the property rights in the Complex from the Project Company to the Client
in accordance with the terms of the Investment Agreement.
14.2 Termination of the Contract for important reasons
The Client and the Contractor shall have the right to terminate this
Contract prematurely should the other Party fail to fulfil the terms laid
down in this Contract.
Prior to any termination of this Contract, the Client or the Contractor
shall be granted an appropriate period for remedying the shortcomings in
the discharge of the Contract. Said period shall be jointly agreed by the
Parties in each case taking into account the overall circumstances.
If the conditions entitling the Client or the Contractor to terminate this
Contract relate only to individual parts hereof, the Contract may be
terminated in its entirety only if the parts affected are of major
significance for the realization of the Project.
14.3 Consequences of a termination of the Investment Contract
If, after being concluded, the Investment Agreement is legally terminated
or ended by other means, it shall also be deemed a termination of this Main
Contract and shall not require an additional declaration by the Parties to
this effect.
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The Investment Agreement shall include a clause according to which in the
event of its early termination - for whatever reason - the Project Company
shall be obliged to transfer the title to all the facilities, buildings and
equipment already constructed or installed in the Complex to the Client,
provided that the Client has effected the compensation payments to the
Project Company provided for this event in the Investment Agreement.
Article 15
Arbitration
All disputes arising out of or related to this Contract shall be settled
without recourse in the legislature under the rules of arbitration of the
International Chamber of Commerce by final decision of three arbitrators
appointed in accordance with said rules.
The arbitration proceedings shall be held in Zurich, Switzerland.
All claims relating to this Contract shall be governed by the law of the
Russian Federation. The proceedings shall be held in German.
Article 16
Concluding provisions and Appendices
16.1 Assignment of claims
Unless otherwise expressly agreed elsewhere in this Contract, the Client
and the Contractor shall be entitled to assign the rights owing to them
under the terms of this Contract only with the prior written consent of the
other Party.
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16.2 European Monetary Union
On creation of European Monetary Union, this Contract shall remain valid
unchanged in the new currency. The DM amounts contained in this Contract
shall be converted to the single European currency at the relevant time.
16.3 Severability clause
Should an individual provision of this Contract be or become invalid or
unenforceable, the validity of the remaining provisions shall not be
affected as a result. In this case the Client and the Contractor shall
reach appropriate agreement on the replacement of such provisions.
16.4 Appendices
The Appendices listed below represent major constituent parts of the
Contract:
Appendix 1: Incineration performance diagram
Appendix 2: Composition of the wastes
Appendix 3: Schedule of work for the Complex
Appendix 4: Stipulation with respect to the Regulatory Commission
The Parties to this Contract agree that the provisions of the
above-mentioned Appendices lay down only the general conditions for the
conclusion of the contracts required for the realisation of the project as
referred to at Art. 2.6
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16.5 Written form
Any amendments and additions to this Contract must be made in writing and
be signed by the authorised representatives of the Client and the
Contractor.
16.6 Language and number of copies
This Contract shall be issued in quadruplicate, two copies in Russian and
two in German.
Gladbeck, dated Moscow, dated
/s/ /s/
---------------------------------- -------------------------------
on behalf of THG Ost-West mbH on behalf of the City of Moscow
Prof. Dr sc. Dr.-Ing. Heinz Holter The First Deputy Premier of the
Director Government of the City of Moscow
B. V. Nilkolsky
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