AGREEMENT
Yelabuga
_________ 2012
Open Joint Stock Company “Special economic zone of industrial and production type
"Alabuga" on behalf of Deputy General Director for Operations Tazutdinov Ildar Rashitovich
acting on the basis of Power of Attorney № 53-03-31/78 of 21.11.11. hereinafter referred to as
the “Company” on the one hand and
______________________________________________________________________, on
behalf of ___________________________________________________________ acting on the
basis of _________________________ hereinafter referred to as the “Resident" hereinafter
collectively referred to as the “Parties” on the other hand have concluded this Agreement as
follows:
1. TERMS AND DEFINITIONS
The Company is the OJSC “Special economic zone of industrial and production type
"Alabuga";
The Resident is a legal person registered according to the legislation of the Russian Federation
on the territory of the special economic zone of industrial and production type "Alabuga" and has
concluded an agreement on conducting the industrial and production activity;
The territory of the special economic zone is the territory of the special economic zone of
industrial and production type created on the basis of Decision of the Government of the Russian
Federation No. 784 of December 21, 2005 on the Creation of the Special Economic Zone of
Industrial Production Type.
The Object is a building (s) / a construction (s) which is (are) being built by the Resident to
conduct his industrial and production, tehniko-implementational or logistic activity on the territory
of the special economic zone of industrial and production type at the address: the Republic of
Tatarstan, Yelabuga municipal area, City of Yelabuga municipal union, territory of SEZ "Alabuga";
Fuel and energy resources (hereinafter – FER) are the resources used for rendering of
electrical supply, heat, gas, water supply and water removal services;
Municipal services are the following ones: water removal (intake), storm and drainage water
treatment and transportation, sewerage (intake), utility fluids conveying;
Engineering networks (hereinafter - EN) are a set of items of property and systems intended
and directly used while rendering electrical, heat, gas, hot and cold water supplies, water removal,
sewerage and recycling of wastes from production and consumption services and also delivery and
accounting of corresponding resources.
2. SUBJECT OF THE AGREEMENT
2.1. The society undertakes to provide the creation of infrastructure facilities of the special
economic zone of industrial and production type located at the address: the Republic of Tatarstan,
Yelabuga municipal area, City of Yelabuga municipal union, territory of SEZ "Alabuga" which
characteristics satisfy corresponding requirements of the Resident while conducting the industrial
and
production
activity
to
connect
to
engineering
networks
(EN)
________________________________________________________________________________
________________________ (hereinafter the “Object”) which is expected to be build by the
Resident and the Resident undertakes to execute the actions necessary for connection/joining to EN
and to provide consumption of FER and municipal services in full as claims filed.
2.1.1. Interaction of the Parties during connection/joining to EN is performed according to
Regulations on realization of connection and joining of the objects to EN, technological joining of
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energy-requiring devices to electric networks of SEZ OJSC and its affiliated companies approved
by Order of the Company № 113 of 07.09.2010 (hereinafter referred to as the “Regulations”) unless
other is not stipulated by the legislation of the Russian Federation and other regulatory legal acts.
2.1.2. Execution of the specifications of EN created by the Company is determined subject
to notified and reasonable volumes of consumption of municipal services and FER by the Resident.
2.1.3. Integration of EN to satisfy requirements of FER and municipal services of the
Resident into engineering infrastructure created by the Company for the purpose of provision of
development and functioning of the territory of the special economic zone is carried out within
loadings and capacities specified by given specifications.
2.2. The following facilities are included into engineering infrastructure created on the
territory of special economic zone by the Company:
- electric networks;
- heat supply networks;
- water supply and water removal networks;
- sewerage networks;
- gas supply networks;
- networks of low-current communication.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1. The Company undertakes:
3.1.1. To carry out a complex of construction-assembly works on creation of all kinds of
property objects directly used in the process of energy, heat, gas and water supply and water
removal and provision of the activity of the Resident according to the confirmed Lists of the
facilities of engineering, transport, social, innovative and other infrastructure expected to be build.
The Company has the right to involve third parties in carrying out of the obligations under this
Agreement.
3.1.2. To keep EN and infrastructure facilities of SEZ in working capacity and technical
serviceability according to the stipulated requirements.
3.1.3. To inform the Resident on a proposed composition of engineering network and other
infrastructure facilities on the territory of special economic zone, stages of building and terms of
their commissioning as inquiries received.
3.1.4. To issue specifications of connection/joining to EN, technological joining of power
accepting devices to electric networks of SEZ when due hereunder on the Resident’s request.
3.1.5. To conclude agreements with the Resident of connection/joining of the Object to EN,
technological joining to electric networks when due hereunder.
3.1.6. To carry out building of EN of SEZ and to provide the readiness of network entries to
connect the Object of the Resident to them according to the issued specifications on
connection/joining to EN, technological joining of power accepting devices to electric networks of
SEZ of the Object under construction according to the schedule of designing and building of the
Object of the Resident.
3.1.7. To carry out connection and joining of the Object to engineering networks of SEZ
under corresponding contracts and to provide the necessary volume of FER with settlement
capacities of consumers according to the project and specifications issued.
3.1.8. To submit the offers of contracts on energy resources supply with corresponding types
of FER and municipal services to the Resident 10 days prior to actual joining of the Object to EN.
3.1.9. To assist in building of a temporary driveway to the land plot of the Resident during
the period of building.
3.1.10. To inform timely on alteration of terms of building of the special economic zone
infrastructure facilities and their commissioning.
3.1.11. To bear responsibility for consequences of either non-fulfillment or improper
fulfillment of obligations under the Agreement according to contracts on connection/joining of the
Object to EN, technological joining to electric networks.
3.2. The Company has the right:
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3.2.1. To advise the Resident to conclude an agreement with the Company on conducting
technical supervision of building works of the Resident’s Object;
3.2.2. To request the information on proposed volumes of investments into the building of
the Object, construction progress, stages of building and readiness of the Object for commissioning.
3.2.3. To change volumes of consumption of FER used by the Resident from the beginning
of the year following the year of the representation of the corresponding request on the Resident’s
demand if redistribution of available capacities of EN between consumers is possible.
3.3. The Resident undertakes:
3.3.1. To consider possibility of an agreement conclusion with the Company on conducting
technical supervision of building of the Object;
3.3.2. To perform the building of the Object in order, subject to conditions and in the terms
stipulated by the Agreement on conducting the industrial and production activity in accordance with the
business plan. To carry construction and assembly works on the territory of the Object according to the
project of building organization as agreed by the Company (including the building plot plan) and the
project of production of works.
3.3.3. To conclude contracts with the Company on delivery of FER and rendering other services
of use of infrastructure facilities specified in Clause 2.2. of the Agreement taking into account the
Resident’s obligations specified in Clause 3.3.8. of the Agreement according to the legislation of the
Russian Federation.
3.3.5. To inform the Company on its request of volumes of the proposed investments into
the building of Object, construction progress, stages of building and readiness of the Object for
commissioning.
3.3.6. To send down to the Company a request on receipt of specifications of joining to
engineering networks, executed as established, comprising reasonable demand to volumes and
capacities of consumed FER and municipal services, within 30 days since this Agreement
conclusion, in case if specifications have not been issued to the Resident earlier.
Concerning joining of electrical supply facilities maximum capacity of power accepting
devices, capacity of the transformers attached to a network, the complete list of the basic power
accepting devices with their characteristics (including capacity) and a one-linear scheme of electric
networks of the applicant must be specified in the request arranged according to Regulations.
3.3.7. To coordinate with the Company technical decisions adopted in the projects on the
Object connection to EN, calculations-substantiations on the volume of consumption of FER and
municipal services and also on emissions and dumps, effect on the environment, events of fire
safety and protection of the Object, transport schemes and schemes of deliveries logistics for the
construction and operation period developed as a part of design and estimate documentation of the
Object.
3.3.8. To provide to the Company the project documents received a positive opinion of state
expertise in respect of performance of issued specifications.
3.3.9. To perform at the leased land plot civil works to the extent of the Object project
according to the construction schedule of the Resident.
3.3.10. To place the Object(s) in operation till __________________.
3.3.11. To execute the Object connection to the EN of the SEZ on the lines of the balance
and operational responsibility (water, heat, gas, sewerage, electricity, communication).
3.3.12. To consume provided FER and Services of utilities provision to the full extent of the
stated requirements (for each resource type specifications are given according to requirements of
relevant regulatory documents of stated capacity, consumption volume, necessary switched load
etc.) according to the FER consumption schedules and Services of utilities provision.
3.3.13. If necessary to require change of volumes and capacities consumed by the FER in
the manner and subject to conditions provided by the law of the Russian Federation and other
regulatory legal acts in due time from the Company.
3.3.14. To agree with the Company amendment of the Resident’s Object Construction
Schedule, consumption schedules and Services of utilities provision.
3.3.15. To inform the Company in due time of terms change of the Object Construction
stated in the Resident’s construction schedule.
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3.3.16. To perform construction-assembly works, to use construction and transport
equipment subject to maximal preservation of the SEZ territory and the objects located in the SEZ
territory, to perform actions for protection of existing communications and constructions. The
Resident indemnifies reconstruction of the EN at his own expense in the event that it is damaged
due to his fault.
3.3.17. To incur the liability provided hereby for results of the failure to perform or perform
unduly the obligations hereunder and to indemnify the Company costs incurred for provision of
maintenance of the created infrastructure objects in case of failure to perform the obligations on the
FER consumption and Services of utilities provision to the extent of the stated requirements
according to consumption schedules and relevant contracts.
3.3.18. To submit till October 01 of the current year statements for change of consumption
volumes of used resources for next year.
3.3.19. In case of partial demand of the capacity allowed by specifications for the
technological connection of power receivers within a year after placing of the Object in operation
to apply to the Company about the capacity rescheduling.
3.4. The resident has a right:
3.4.1. To require from the Company information of scheduled EN composition in the
territory of the special economic zone, construction stages and terms of commissioning oа them.
3.4.2. To change the FER consumed volumes and capacities at the stage of contracts
conclusion in respect of the FER supply and rendering of other services of infrastructure objects use
but no more than to 10 % of volumes stated at the stage of application submission for issue of the
specifications of the connection to networks.
3.4.3. To change in proportion terms of the Object commissioning partially and fully in case
of failure to provide or untimely provision of the connection to EN for the FER consumption.
4. COOPERATION MANNER OF THE PARTIES
4.1. Cooperation of the Parties is performed through representatives (workers) of the Parties.
The Parties undertake within 5 (five) working days since the day of the Agreement conclusion to
appoint representatives (workers) and to send a notice with data of the representative (worker) (full
name, position, list of powers, phone, fax, e-mail, other communication facilities) to each other.
4.2. All the requests (notices, requirements, claims and other applications of the Parties) and
also responses to them are transferred by the Parties by e-mail or by fax with an obligatory further
mailing or transfer to the Party’s representative against signature (express messenger).
Date of receipt of the request is a date when it is given to the representative of the Party or a
mark about the mail delivery.
Response to the request (notice, requirement, claim) unless otherwise provided for by the
Agreement shall be sent within five working days since the receipt of it.
5. LIABILITY OF THE PARTIES
5.1. The Parties incur liability provided by the law of the Russian Federation, contracts
signed by the Parties and this agreement if they fail to perform or perform unduly obligations
hereunder.
5.2. If the Resident fails to perform or performs obligations unduly in respect of
consumption of provided FER (except for electric power) and Services of utilities provision to the
extent of stated requirements (item 3.3.12. hereof) the Resident according to item 3.3.17 hereof
indemnifies the Company costs incurred with a view to the maintenance of the created
infrastructure objects by payment of the penalty for unused volume of stated resources which are
supplied by the EN created by the Company.
The penalty consists of cost of the Company actual expenses in respect of process losses in
the relevant networks used for resources supply for the resident and operational costs for
maintenance of them.
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The penalty amount in respect of technological losses cannot be more than production of
volume of unperformed obligations for expired period to the tariff of the relevant resource fixed by
a regional regulation authority and/or local government in the context of tariff’ fixing.
Calculation in respect of technological losses is performed monthly on confirmed actual
costs of the Company.
The amount of the penalty in respect of operational costs cannot be more than product of
unperformed obligations volume for the expired period to cost of services on transportation of
resources under the relevant tariff fixed by the regional regulation authority and/or local
government in the context of rate regulation.
Calculation of operational costs is performed at year-end on the confirmed actual costs of
the Company.
The penalty for indemnification of technological losses is paid by the Resident to the
Company in respect of separate invoices made out by the Company simultaneously with monthly
accounts for actual consumption of each particular resource.
The penalty for indemnification of technological losses is paid by the Resident to the
Company in respect of separate invoices made out by the Company following the results of
accounting periods (quarters, half-years, year).
5.3. If the Resident fails to perform or performs obligations unduly in respect of
consumption of electric energy the Resident shall pay to the Company penalty at a rate of 1 000 000
(One million) rubles for each mW making difference between the stated and maximal actual
capacities within a year subject to item 3.4.2. hereof.
5.4. If the Company exceeds to perform the obligations provided by item 3.1.4. hereof more
than 30 days the Company pays to the Resident a penalty fee at a rate of 0,001 % of the capital
investments amount planned by the Resident in accordance with the terms hereof in respect of
performance of industrial and production activity in the territory of the special economic zone of
industrial and production type (of the amount of the capital investments actually performed by the
Resident) for each 30 days of the exceeding.
5.5. Each quarter and at the year-end the Parties execute accounts reconciliation statement in
respect of the FER supply, public utilities and other services in physical volumes and accounts
reconciliation statements of calculations to the extent of financial liabilities. The Company sends to
the Resident (two) copies of the accounts reconciliation statement by mail or otherwise allowing to
define a date of receipt by the address stated in the Agreement. If the Resident refuses to sign the
accounts reconciliation statements without submission of written disagreements within 10 (ten)
calendar days since receipt, the statement is acknowledged agreed unilaterally.
6. DISPUTE RESOLUTION
6.1. All disputes and disagreements which can occur between the Parties hereunder are
resolved in the manner provided by the Law of the Russian Federation in the Arbitration court.
7. FORCE-MAJEURE.
7.1. The Parties are discharged from liability for partial or full non-performance of
obligations hereunder if it was a result of the force majeure occurred after the conclusion hereof due
to the force majeure which the Parties could not expect or prevent. The Parties count military
activity, epidemics, fires, natural disasters, actions (omission) of state structures preventing
performance of obligations hereunder as the force majeure.
7.2. When the force majeure occurs as stated in item 7.1. hereof each of the Parties shall
immediately inform the other Party about it in writing. The notice should include the force majeure
description and if possible the estimate of their impact on the performance possibility of the
obligations hereunder by the Party.
7.3. When the force majeure occurs as stated in item 7.1. hereof the performance term of the
obligations hereunder by the parties is postponed in proportion to time during which the force
majeure and its results take place.
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7.4. If the occurred force-majeure and also its result continue to take place more than two
months the Parties effect additional negotiations for finding of reasonable alternative methods of the
performance hereof and sign an additional agreement to the Agreement within thirty days.
8. PERIOD OF VALIDITY AND MANNER OF THE AGREEMENT AMENDMENT
8.1. This Agreement comes into force since it is signed by the Parties and is valid till the
Agreement of performance of industrial and production activity expires.
8.2. The ground for change of conditions hereof are essential changes of circumstances from
which the Parties proceeded at the conclusion hereof. Change of conditions is performed in the
same form and manner as those of the agreement.
9. FINAL PROVISIONS
9.1. This Agreement was executed in two copies of equal legal force, one copy for each
Party.
9.2. The following Appendices are attached to this agreement and are its integral part:
Appendix No.1: the Agreement on performance of industrial and production activity No.
__________________________ dated _________ 20 ___.
Appendix No.2: Regulations for connection of objects to EN, technological connection of
energy consuming devices to electric networks of the OAO "SEZ" and its affiliated companies.
Appendix No. 3: construction schedule of the Resident’s object.
Appendix No. 4: use schedule of FER and Services of utilities provision.
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10. ADDRESSES AND ESSENTIALS OF THE PARTIES
OJSC “SEZ IPТ “Alabuga”
423600, RT, Yelabuga municipal area, “City
of Yelabuga” municipal union, territory of the
SEZ "Alabuga", street Ш-2, korpus 4/1 phone
59005 fax 59004
INN/KPP 1646019914/164601001
OGRN 106167037259
OAO AIKB "Tatfondbank" Yelabuga
r\s 40702810812000000171
k\s 30101810100000000815 BIC 049205815
Assistant Director General on Operation of
the “SEZ PPТ “Alabuga”
________________________________________
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________________________________________
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________________________________________
________________________________________
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________________________________________
________________________________________
________________________________________
___________I.R.Tazutdinov
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