On the ratification of the Istisna Agreement between the Government of the Republic of Kazakhstan and the Islamic Development Bank on the reconstruction of the section of the road "Border of South Kazakhstan region - Taraz" within the framework of the Western Europe - Western China road project and the Agency Agreement (Istisna) between the Government of the Republic of Kazakhstan and the Islamic Development Bank on the reconstruction of the section of the road "Border of South Kazakhstan Region - Taraz".Kazakhstan region - Taraz" within the framework of the Western Europe-Western China road project
Law of the Republic of Kazakhstan dated November 11, 2009 No. 199-IV
To ratify the Istisna Agreement between the Government of the Republic of Kazakhstan and the Islamic Development Bank on the reconstruction of the section of the road "Border of South Kazakhstan region - Taraz" within the framework of the Western Europe-Western China road project and the Agency Agreement (Istisna) between the Government of the Republic of Kazakhstan and the Islamic Development Bank on the reconstruction of the section of the road "Border of South Kazakhstan regions - Taraz" within the framework of the Western Europe-Western China road project, signed in Astana on July 31, 2009.
President of the Republic of Kazakhstan N. Nazarbayev
Project No.: KHZ-050
ISTISNA AGREEMENT'But
between
BY THE GOVERNMENT OF THE REPUBLIC OF KAZAKHSTAN
and
BY THE ISLAMIC DEVELOPMENT BANK
ABOUT THE RECONSTRUCTION OF THE SECTION OF THE ROAD "BORDER OF SOUTH KAZAKHSTAN REGION - TARA3" WITHIN THE FRAMEWORK OF THE WESTERN EUROPE-WESTERN CHINA ROAD PROJECT
ISTISNA AGREEMENT'But
THIS AGREEMENT was concluded on 9/08/1430h (corresponding to 07/31/2009) between the Government of the Republic of Kazakhstan (hereinafter referred to as the "Buyer") and the Islamic Development Bank (hereinafter referred to as the "Seller").
CONSIDERING THAT
A) The Buyer requested the Seller that the section of the Road "Border of the South Kazakhstan Region - Taraz" of the Western Europe - Western China project described in Annex I to this Agreement (hereinafter referred to as the "Road") has been reconstructed for use in the framework of the Project described in Annex II to this Agreement; B) The Buyer requested the Seller that the Road be reconstructed for the Buyer on the terms of the Lease; C) The Seller has agreed to reconstruct the Road for the Buyer for a total amount not exceeding 170 million US dollars (one hundred and seventy million US dollars), taking into account only the Selling Price, which will be determined in accordance with the provisions of this Agreement and will be paid by the Buyer to the Seller within 16 (sixteen) years after the expiration of a Grace Period of 4 (four) of the year on the terms set forth in this Agreement; D) The conditions specified in paragraph (C) of the Agreement have been communicated to the Buyer and accepted by him.
BASED ON THE ABOVE, the Seller and the Buyer have agreed on the following:
Article I DEFINITIONS - INTERPRETATION
1.1. In this Agreement, unless the context otherwise requires, the following terms have the meanings given opposite each of them below: Affiliated are members of the IDB Group, that is: the Islamic Investment and Export Credit Insurance Corporation (ICSIEC), the International Islamic Trade and Finance Corporation (IITFC) and the Islamic Private Sector Development Corporation (ICRDC);
Agency Agreement - The agreement between the Seller and By the Buyer on the same date, signed separately in accordance with the requirements of the IDB Sharia Council, where The Buyer through the Executive The agency acts as an agent The Seller's choice of Contractor and A project management consultant and Consultant for supervision of Road reconstruction;
Capital expenditure is the total cost of Road reconstruction, which will include the price to be paid. To the Contractor within the framework of the Contract, and To the Consultant(s) under the Contract(s) for the Provision of Consulting Services and any other costs or expenses incurred by the Seller during or in connection with the reconstruction of the Road;
A Contract is a Contract for the reconstruction of a Road, concluded by the Buyer through an Enforcement Agency on behalf of The Seller and the Contractor;
Contractor - the contractor who will be entrusted with the reconstruction of the Road, appointed in accordance with the Agency Agreement;
Consultant(s) - consulting firm(s) appointed in accordance with the Agency Agreement;
Agreement(s) on - an agreement(s) with a Consultant(s) for the provision of consulting services in relation to the Road, which includes services By the Buyer through the Executive Agency on behalf of the Seller;
Payment is the actual payment of any part of the financing amount in accordance with this Agreement.;
Entry Date - the date on which the Seller will announce This Agreement has entered into force in accordance with Article XIII. Agreements;
Executive - Ministry of Transport and Communications The agency (MTK) acting through the Committee of Highways (KAD) of the Buyer;
The final one is a certificate issued by the Consultant in the Acceptance Certificate in accordance with the terms of the Contract after the expiration of the warranty period, which means that the reconstruction of the Road has been satisfactorily completed by the Contractor.;
Fiscal year is the period of time beginning on January 1 and ending on December 31 of the calendar year during which the budget of the investment project is executed.;
The first payment is the first payment after the entry into force of this Agreement in accordance with the relevant policies and guidelines of the IDB;
Grace period - the period starting from the beginning of the date of the first payment and ending after 4 (four) years or as of the date of issue of the Pre-Acceptance Certificate, whichever is earlier.;
Certificate o is a certificate issued by a Consultant in accordance with the terms of the Contract, acceptance, which means that the reconstruction of the Road has been satisfactorily completed. As a contractor;
Project - the project described in annex II to Agreement;
Road - The Road described in Appendix I to Agreement;
Selling Price - The Selling Price of the Road to be paid by the Buyer to the Seller in accordance with Article IX of the Agreement;
Tax - any tax, fee, duty or other obligation of a similar nature (including without limitation any fine payable in connection with any inability to pay or delay in payment of any of them);
US dollars and "US$" are the legal currency of the United States America.
1.2. In this Agreement: (a) Unless the context otherwise requires, words expressed in the singular include the meaning of the plural, and vice versa, words meaning persons include corporations and partnerships; and references to a specific annex, Supplement, article or paragraph are references to the annex, Supplement, article or paragraph of this Agreement. (b) The words and expressions defined in the Agency Agreement and not defined here have the same meanings as they are given in the Agency Agreement. (c) The headings of articles and paragraphs are provided for convenience of reference only and should not be used to define, interpret or limit any of the provisions of this Agreement.
Article II THE PREAMBLE TO THE AGREEMENT AND ITS ANNEXES
The Preamble and Annexes to this Agreement form an integral part of the Agreement.
Article III RECONSTRUCTION OF THE ROAD
3.1. The Seller agrees to reconstruct the Road in accordance with the terms of this Agreement, and the Buyer agrees to accept the Road on the terms specified in this Agreement and pay the Selling Price. 3.2. To avoid any doubt, the Buyer agrees with the Seller that the reconstruction of the Road will be carried out by a Contractor who will be selected in accordance with the relevant provisions specified in the Agency Agreement.
Article IV TIME TO COMPLETE THE RECONSTRUCTION OF THE ROAD
In accordance with articles VI and X of the Agreement, the reconstruction of the Road will be completed within four (4) years. years from the beginning of the date of the first payment.
Article V TERMINATION OF THIS AGREEMENT
5.1. In accordance with clause 12.2 of the Agreement, the Buyer may request the Seller to terminate this Agreement and cancel the Approved Amount or any part thereof at any time prior to signing the Consulting Services Agreement or Contract. 5.2. Unless Payment has been made from the Approved Amount prior to termination, if the Approved Amount is cancelled in accordance with Article XII of the Agreement, the Agreement shall be deemed automatically terminated. 5.3. Prior to signing the Consulting Services Agreement or the Contract, the Seller may, by notifying the Buyer, terminate this Agreement in any of the following cases:: (a) The Buyer's inability to fulfill his obligations to pay any amount owed by him to the Seller or any other affiliated body of the Seller under any agreement other than this Agreement; (b) An emergency situation has developed that (i) in the Seller's opinion makes it impossible for the Buyer to fulfill its obligations under this Agreement, or (ii) impedes the achievement of the objectives for which this Agreement was concluded; (c) A statement made by the Buyer, or any report submitted and aimed at for the Seller to rely on it when completing the Project for approval or for concluding this Agreement, it turned out to be incomplete or incorrect in all essential respects. 5.4. The Agreement will terminate until the event or events that caused such termination cease to exist, or until the Seller notifies the Buyer that the Seller's obligation to rebuild the Road has been restored, whichever occurs first.; however, provided that in the case of any such notice of restoration, the obligation to build the Road will be restored only to the extent and subject to such conditions as will be provided for in such notice, and no such notice shall affect or prejudice any right, authority or remedy of the Seller in respect of any other or subsequent the event described in this paragraph. 5.5. Neither the Seller nor the Buyer will have any further mutual obligations towards each other from the date of termination of the Agreement under paragraphs 5.1, 5.2 or 5.3 of this Article, provided that such termination does not affect any obligations assumed or rights acquired by either Party prior to such termination. 5.6. Despite the termination of the Agreement, the Buyer will continue to cooperate and assist the Seller in restoring by the Contractor or the Guarantor a portion of the Contract Value or any other amount that could have been paid by the Seller prior to the termination of the Contract.
Article VI ACCEPTANCE OF THE ROAD BY THE BUYER
After the Buyer signs the final acceptance certificate through the Enforcement Agency, it will be considered that the Buyer has finally accepted the Road for any intended purpose.
Article VII OWNERSHIP AND RISKS
Upon signing the Final Acceptance Certificate, ownership of the Road and the risks associated with it are transferred to the Buyer.
Article VIII ROAD CONDITION
8.1. Without prejudice to the above, the Seller will not bear any responsibility or obligation towards the Buyer or any other person or organization in relation to: (a) any liability, loss or damage directly or indirectly related to (or suspected to be related to) the Road, or its non-compliance with requirements, or defects or defects on it, or any other circumstances related to the Road. (b) the use or operation of the Road, or the associated risks; (c) obstacles to service, loss of business or expected profits, or subsequent damage; 8.2. The Seller undertakes to transfer to the Buyer, through the Enforcement Agency, any warranty, condition, or surety related to the Road that may be given by the Contractor to the Seller and that has been verified and accepted by the Buyer through the Enforcement Agency, as well as all other conditions or guarantees that may be required by law or recognized under customary law in favor of the Seller. In addition, the Seller will take other measures that may reasonably be requested by the Buyer through the Enforcement Agency in order to give the Buyer, through the Enforcement Agency, the opportunity to make claims against the Contractor.
Article IX PAYMENT OF THE SELLING PRICE
9.1. The Selling Price will be equal to the amount equivalent to Capital Expenditures, plus a surcharge of 5.1% per annum. At the same time, the Selling Price is currently estimated at 303,106,766 (three hundred three million one hundred six thousand seven hundred sixty-six) US dollars. The actual price will be recalculated after the capital expenditure is determined at the end of the Grace Period. 9.2. The Buyer will pay the Selling Price in the form of 32 (thirty-two) equal and consecutive installments once every six months, the first of which is due six months after the Grace Period expires. The Seller will send the Buyer a Schedule for the payment of the Selling Price within one month after the issuance of the Preliminary Acceptance Certificate. 9.3. The Preliminary Acceptance Certificate specified in clause 9.2 means the preliminary transfer of the Road to the Buyer, which will be carried out by special agreement between the Seller and the Buyer on the date of issuance of the Preliminary Acceptance Certificate by the Consultant, with the understanding that the Buyer, through the Enforcement Agency, will receive a bank guarantee covering the warranty period under the Contract. 9.4. By special agreement between the Seller and the Buyer, the Road will be purchased by the Buyer from the Seller without quality guarantees, without any liability on the part of the Seller in relation to any defect on it. The Buyer also agrees and acknowledges that the Seller does not bear any responsibility for the violation of any obligation related to the condition of the Road, regardless of whether the law expresses or assumes such an obligation or is recognized by customary law. However, in the event of any Road defect, the Seller will transfer to the Buyer the rights and guarantees to which the Buyer may be entitled under the Contract and all other rights and guarantees that may be provided by law or customary law in favor of the Buyer. 9.5. Payments to be made by the Buyer to the Seller under the Agreement will be made in any convertible currency acceptable to the Seller, in the amount due on the due date, to the Seller's account, or in any other way that the Seller may notify the Buyer in writing from time to time. 9.6. Any payment due under the Agreement is considered to have been duly made when any of the following banks provides the Seller with confirmation of receipt of such payment to the Seller's account:
In US dollars: In pounds sterling: Account No.: Account No.: GB36SINT GB13SINT 6092800015 9111 609280001591 37 Gulf International Bank Gulf International Bank (UK) Ltd, One Knightsbridge (UK) Ltd, One Knightsbridge London SW1X 7XS London SW1X 7XS United Kingdom Telex No. United Kingdom Telex No. 8812261/2 8812261/2 Swift Code: SINTGB2L Swift Code: SINTGB2L
IN EUROS: Account No.: FR764389900001969650015 1088 Union De Banques Arabes Et Francaises (UBAF) 92523 Regis Neuilly Cedex France Telex No. 610334 UBAF Swift Code: UBAFRPPXXX
9.7. If any payment under the Agreement falls on a day other than a business day, it will be made on the next business day. 9.8. All payments made by the Buyer under the Agreement must be free of and without withholding or due to the payment of taxes, offsets, counter-claims and other payments. If, by law, the Buyer is required to make any deductions or deductions from any amount payable by him under the Agreement, the amount payable by him in respect of which such deduction or deduction is required must be increased to the extent necessary to ensure that, after such deduction or deduction, the Seller receives and retains (free of any obligation in respect of such deduction or deduction) a net amount equivalent to the amount that would have been received and thus retained if no deduction or deduction had been made. 9.9. If the Buyer is unable to pay any amount payable under the Agreement when it is due in accordance with the terms of this Agreement, then in addition to paying such amount, the Buyer pays the Seller a late fee in connection with the overdue amount and any such late fee is calculated and applied as follows: (a)the amount determined by the Seller after applying the formula specified below:
A x 1% x B "A" means the unpaid amount; 360 "B" means the number of days from the due date, including that date, to the date of the actual payment, including the date of the actual payment (whether before or after the court decision). (b) all reasonable costs and expenses (including, but not limited to, any legal fees or collection agent's costs and expenses) incurred by the Seller as a result of the delay in payment. 9.10. After the Seller deducts all costs and expenses incurred, the Buyer will pay any amount received in accordance with clause 9.9 to the IDB Waqf account No.: 0000 100 102 at the British Arab Commercial Bank, London, United Kingdom (Swift Code: BACMGB2LXXX, IBAN: GB 69 WASM 4051 3200 100 102), or any other invoice that the Buyer will be notified about.
Article X DECLARATIONS AND COMMITMENTS
The Buyer declares and certifies that: 1) he has the right to conclude this Agreement and fulfill his obligations under the Agreement, and that all actions required to authorize the fulfillment of this Agreement and the fulfillment by the Buyer of his obligations under the Agreement have been duly undertaken; 2) the obligations assumed by the Buyer in this Agreement are legitimate and valid obligations, mandatory for the Buyer in accordance with the terms of the Agreement; 3) the fulfillment of this Agreement and the fulfillment by the Buyer of its obligations under the Agreement do not constitute and will not lead to a violation of any agreement, contract or law; 4) all procedures, conditions and items (including approval of the currency control procedure) required by the laws of Kazakhstan have been observed and executed in order to: (i) enabling the Buyer to lawfully conclude this Agreement and fulfill the obligations assumed by him in this Agreement; (ii) ensuring that the obligations assumed by him in this Agreement are lawful, valid and legally enforceable; and (iii) ensuring that this Agreement is admissible as evidence in Kazakhstan without further enforcement, implementation and performance of actions or formalities in strict accordance with the laws and the Constitution of the Republic of Kazakhstan. 5) The design and implementation of the Project will comply with environmental regulations, policies and procedures of the Government of the Republic of Kazakhstan. The Agent ensures that the Project will comply with the relevant environmental and social principles of the co-financing organization (i.e. the Asian Development Bank).
Article XI CASES OF NON-FULFILLMENT OF OBLIGATIONS
11.1. If one of the following events described in this clause occurs and continues to occur (Cases of Non-fulfillment of Obligations), the Seller, having notified the Buyer, may declare the Selling Price fully or partially payable immediately, which will then happen (despite any terms of this Agreement) without any further notice.: a) a delay has occurred in the payment of any contribution of the Selling Price, and such delay continues for 15 (fifteen) days; (b) A delay has occurred [other than the delay described in paragraph (a) above] in fulfilling any obligation of the Buyer under this Agreement, and any such default continues for a period of 30 (thirty) days; c) it has been found that any statement or commitment confirmed or made by the Buyer in connection with the execution and transfer of this Agreement, or in connection with any request for payment of funds under this Agreement, has proved to be incorrect in any material respect and remains incorrect for 30 (thirty) days after the Seller's delivery of the notification to the Buyer d) any provision of this Agreement is or becomes invalid, illegal or unenforceable; 11.2. If there is a case of non-fulfillment of obligations or an event that, over time or notification and the passage of time, would lead to non-fulfillment of obligations, the Buyer will immediately notify the Seller by telex or fax, indicating the nature of such case of non-fulfillment of obligations or such event, and the measures taken by the Buyer to remedy the situation. 11.3. Neither the usual business practices nor any delay in the exercise or omission in the exercise by the Seller of his right, authority or remedy in the event of non-performance of an obligation under this Agreement or any other agreement will prejudice any such right, authority or remedy and should not be interpreted as a waiver of these rights or their a concession; and no action by the Seller in relation to any such non-performance of the obligation, or its assignment therein, will affect or prejudice the Seller's right, authority or remedy in relation to any other case of non-performance of the obligation.
Article XII CANCELLATION OF THE APPROVED AMOUNT
12.1. If the Contract and the Contract(s) for the provision of consulting services are not signed within 180 (one hundred and eighty) days from the date of entry into force of this Agreement, the Seller may, by notifying the Buyer, cancel the Approved Amount, unless the Buyer's justification for such delay does not satisfy the Seller. 12.2. If the Contractor and/or Consultant disrupts the fulfillment of any of its obligations under the Contract or Agreement(s), and the Buyer, through the Enforcement Agency, in agreement with the Seller, terminates the Contract or Agreement(s) in accordance with its terms, such termination after 60 (sixty) days after termination will be considered cancellation. any remaining undrawn amount from the Approved Amount, unless the Seller agrees otherwise.
Article XIII ENTRY INTO FORCE OF THE AGREEMENT
This Agreement will not enter into force until the Buyer submits to the Seller a Legal Opinion from the Ministry of Justice on the Part of the Buyer, substantially prepared in accordance with Annex III to the Agreement.
Article XIV TERMINATION OF THE AGREEMENT AS A RESULT OF NON-ENTRY INTO FORCE
If the Agreement has not entered into force within 6 (six) months from the beginning of the date of its signing, the Agreement and all obligations of its Parties will be terminated, unless the Seller, after considering the reasons for the delay, sets a later date for the purposes of this paragraph. The Seller will immediately notify the Buyer of such a later date or termination of the Agreement, as appropriate.
Article XV WAIVER OF THE RIGHT
The Seller's inability to exercise or assert any of his rights under this Agreement, or the delay on his Part in doing so, or his inability to exercise or defend any remedy he may have against the Buyer, or the delay on his Part in doing so, will not prejudice such right or remedy and it will not be interpreted as a waiver of such a right or remedy.
Article XVI REGULATORY LAW. SETTLEMENT OF DISPUTES QUESTIONS
16.1. This Agreement is governed by and interpreted in accordance with the principles of Islamic Sharia (as set out in the Shari'ah Standards published by the Organization for Reporting and Auditing of Islamic Financial Institutions and interpreted by the Islamic Fiqh Academy of the Organization of the Islamic Conference or the Shari'ah Committee of the IDB). 16.2. Any dispute between the Parties to this Agreement and any claim of one Party to the other Party arising under this Agreement that cannot be resolved by agreement of the Parties within 60 (sixty) days from the date of notification by one Party to the other Party will be submitted to the arbitration commission for final and binding decision in accordance with the rules and procedures of the International Islamic Center for Reconciliation and Arbitration (ICPA) in Dubai in the United Arab Emirates. The ICPA Arbitration Rules and procedures will be applied in place of any other dispute resolution procedure between the Parties to this Agreement or any claim made by one Party against the other Party under this Agreement. 16.3. If, within 30 (thirty) days after the duplicates of the decision were transmitted to the Parties, it has not been enforced, either Party may initiate legal proceedings against the other Party or bring a claim for the purpose of enforcing the decision in any court of competent jurisdiction, may enforce such decision by enforcing the court decision. or may pursue any other appropriate method of legal protection against the other Party to enforce the decision or the provisions of this Agreement. 16.4. Each Party to this Agreement accepts that any court decision rendered under this Agreement against it may be enforced with respect to funds (assets) in any jurisdiction. The Parties to this Agreement hereby unconditionally waive any objections they may have to any legal action, court case, or judicial proceeding arising from or related to the enforcement of an arbitral award under this Agreement, whether the award was made in any jurisdiction in which they have funds (assets). or not, and further, hereby unconditionally waive any claim that any such legal action, court case, or judicial proceeding brought before any jurisdiction, taken out at an inconvenient venue. 16.5. To the extent that a Party to this Agreement may, in any jurisdiction, claim for itself or its assets immunity from suit, execution, or seizure (either in the form of assistance or enforcement, pending adjudication or conclusion, or otherwise) or other legal process, or to the extent that in any such jurisdiction such immunity (in demand or not) may be attributed to her or her assets, such Party hereby unconditionally undertakes not to claim and hereby unconditionally waives such immunity.
Article XVII notifications
17.1. Any notification or request given or made by a Party to the other Party under or in connection with this Agreement must be made in writing and may be sent by telex or letter. Such notification or request will be deemed to have been duly transmitted or made if it is delivered to the other Party by hand or mail, or sent by telex/fax to the address specified in clause 17.2 of the Agreement or to any other address that may be assigned by notifying the other Party. 17.2. For the purposes of clause 17.1 of this Agreement, the Parties provide their addresses listed below:
FOR THE SELLER: FOR THE BUYER:
Islamic Development Bank Ministry Ministry of P.O. Vox:5925 Finance Transport Jeddah-21432 Pobedy Avenue, and communications Kingdom of Saudi Arabia 11 010000 Astana Kabanbai Avenue Arabia, 32/1 Batyr Street, Republic of Kazakhstan Telex:601137ISDB SJ Tel.:+7 7172 71 72 99 010000 Astana Cable: BANKISLAMI Fax number:+7 7172 32 69 51 Republic of Kazakhstan JEDDAH Tel.:+7 7172 29 90 Fax:+966 26366871 61/ 24 33 83 Fax number:+7 7172 24 3705/29 90 65
[END OF ARTICLE]
IN CONFIRMATION OF WHICH, the Parties therefore signed this Agreement on the day specified in the Preamble to this Agreement.
ON BEHALF OF
GOVERNMENT OF THE REPUBLIC OF KAZAKHSTAN ___________________________________
ON BEHALF OF
THE ISLAMIC DEVELOPMENT BANK ____________________________________
ANNEX I
DESCRIPTION OF THE ROAD
The proposed site of the IDB extends from the village of Shakpakata, starting from 593 km (the border of the South Kazakhstan region) on the outskirts of Taraz and ending at 536 km. The proposed section (Section 1) of the Road will be upgraded from Category II (2-lane road) to Category I (4-lane road). This is a segment of the Road from the border of the South Kazakhstan region through the city of Taraz to the border of the Almaty region and the border of the Republic of Kyrgyzstan. The site is located on the territory of Zhambyl and Zhualy districts of Zhambyl region. The terrain of the site is relatively flat with a small mountain range called Karatau descending from the mountains to the central part of the narrow gorge. The height of the various parts of the site ranges from 631 m to 1,040 m above sea level. The total length of the IDB-funded Section 1 is 58.1 km.
ANNEX II
PROJECT DESCRIPTION
The IDB's participation in the Project is aimed at ensuring the reconstruction of three sections (out of a total of 8 sections) with a total length of 172 km in the Zhambyl region (including the Taraz bypass road). This Agreement applies only to Section 1 (from the border of the South Kazakhstan region to the city of Taraz; from 536 km to 593 km). The project involves the reconstruction of Section 1 and upgrading of the category from Category II (two-lane road) to Category I (four-lane road with a dividing strip). The aim of the IDB Project is to increase the efficiency and safety of traffic and promote the development of one of the main strategic transport corridors of the Republic of Kazakhstan. The efficiency of traffic and trade will be improved by providing high-quality infrastructure and services along the corridor, in order to reduce transportation costs. The scope of the Project (Site 1) includes Construction Work, Project Management Consulting Services, Design Review, and Renovation Supervision Consulting Services.
Construction works; Construction works involve the reconstruction of a 58.1 km long road section. The width of the carriageway is 15 m, the shoulder width is 3.75 m, and the dividing strip is 5 m. The project includes the construction of 12 transport interchanges on one level, 3 bridges, 63 culverts, bypasses of the settlements of Shakpakata, B. Momyshuly, Kuyuk pass and a road maintenance point in the village of B. Momyshuly. As part of the project, the reconstruction of a road maintenance facility located in the village of Bauyrzhan Momyshuly will be carried out.
Project Management Consultant (IDB-CBM): Each participating International Financial Institution (IFI) will appoint its own Project Team (CBM) to monitor the progress of the work funded by each IFI. A team of experts will be selected (referred to as the IDB-CBM) to assist the Executive Agency in the overall project management and procurement of construction works, goods, and the involvement of consultants to review design decisions and oversee reconstruction.
Design Review and Reconstruction Supervision Consultant: The Consultant will conduct a review of the Road design, as well as oversee the Contractor's work on a day-to-day basis.
The IDB-KUP will include qualified personnel under the responsibility of a senior official of the ITC. The staff will include specialists in highway construction, procurement, financial management, environmental protection, and any other required personnel. The appointment of a responsible MTK employee and the selection of the IDB-CBM staff will be carried out by agreement between the ITC and the IDB. The IDB will provide financing to cover the ongoing costs of the IDB-KUP throughout the implementation period. The preliminary financing plan will be as follows:
USD
Component
IDB
Government rk
total
Construction works
Road (Trench-1, Section - I from 536 km to 593 km)
145,711,213
100 %
-
0 %
145,711,213
VAT + local taxes
-
0 %
21,772,940
100 %
21,772,940
Interim result (Construction works)
145,711, 213
87 %
21,772, 940
13 %
167,484, 153
Consulting services
Design review and renovation supervision
6,300,000
100 %
-
0 %
6,300,000
VAT + local taxes
-
0 %
941,379
100 %
941,379
Subtotal (Consulting services)
6,300,000
87 %
941,379
13 %
7,241,379
Management consulting services:
Project Management Consultant (CBM-IDB)
2,670,000
100 %
-
0 %
2,670,000
VAT + local taxes
-
0 %
399,568
100 %
399,568
Interim summary (CBM - IDB)
2,670,000
87 %
399,568
13 %
3,069,568
Basic cost
154,681,213
87 %
23,113,887
13 %
177,795,100
Unforeseen expenses of a physical and financial nature
15,318,787
87 %
2,289,014
13 %
17,607,801
The total total for the Site (1) of this The project
170,000, 000
25,402, 900
195,402, 900
ANNEX III
LEGAL OPINION FORM OF THE MINISTRY OF JUSTICE OF THE REPUBLIC OF KAZAKHSTAN (BUYER)
Whom: Islamic Development Bank Postal address: 5925 JEDDAH 21432 Kingdom of Saudi Arabia
Dear sir,
As a Legal Adviser to the Government of the Republic of Kazakhstan (the "Buyer"), I have reviewed the originals (or copies), certified or otherwise authenticated, of the Istisna Agreement and the Agency Agreement, dated ____/____/ 2009 G. ("Agreements") providing for the allocation of the Islamic Development Bank (Seller) To the Buyer the amount of 170 (one hundred and seventy) million US dollars only for the reconstruction of the section of the Road "Border of South Kazakhstan region - Taraz" within the framework of the Western Europe-Western China Road Project (Road), and appointing the Buyer as the Seller's Agent to oversee the reconstruction of the Road and its sale to the Buyer, and others documents that I have deemed necessary or appropriate to examine as the basis for the conclusions reached in this Legal Opinion. The conclusions drawn here are limited to matters arising under the laws of the Republic of Kazakhstan and its political subdivisions, and I have no intention of expressing an opinion on any matter arising under the law of any other jurisdiction. All terms defined in the Agreement and used in the Legal Opinion, but not defined in it, have the meanings assigned to them in the Agreement. Based on the above, I concluded that: (a) The Buyer has the right and authority to own his property, carry out his current activities and carry out the transactions provided for in the Agreement. (b) The Buyer has taken all necessary actions required to authorize the execution and transfer of the Agreements and other documents to be executed and transferred to them in connection with the Agreement, to fulfill its obligations under the Agreements and to complete the transactions provided for in the Agreement. (c) The Agreements have been duly executed and transmitted by the Buyer, and represent the Buyer's lawful, valid and binding obligations, secured by legal sanction against the Buyer in accordance with their terms, subject to applicable insolvency law, moratorium and similar laws affecting the rights of creditors in general. (d) All government authorizations and actions of any kind necessary to authorize or required for the legality or feasibility of the obligations assumed under the Agreements with respect to the Buyer have been obtained or are being performed and are valid and in full force and effect. (e) No event has occurred or is ongoing that constitutes, or which, by giving notice or after the lapse of time, or both, would constitute, a default under the agreement or a document confirming any obligations of the Buyer, and such event will not occur when making payments under the Agreements. (f) No consent or approval or notification of any creditor of the Buyer is required in accordance with the provisions of any agreement or document confirming any obligations of the Buyer to perform or transfer, or to fulfill the obligations of the Buyer under the Agreements or transactions contemplated in the Agreements, and such performance, transfer, fulfillment and commission will not lead to any non-fulfillment or violation, or constitute non-fulfillment of obligations under the Buyer's charter or regulations or agreement, document, a decision or regulation known to me, or any statute, rule or regulation applicable to the Buyer or to any of his property. (g) There are no lawsuits or legal proceedings pending or, to my knowledge, at risk of adverse determination that could significantly adversely affect the Buyer's financial situation or impair the Buyer's ability to fulfill its obligations under the Agreements, or affect the legality or feasibility of the Agreements. (h) The Buyer has a valid title to his property, free from all liens and other encumbrances, and his obligations under the Agreements are classified at least on an equal basis with all other unsecured obligations. (i) The execution and transfer of these Agreements are not subject to any tax, duty, levy or other charges, including, without limitation, registration or transfer tax, stamp duty or similar tax levied in the Republic of Kazakhstan or by any political subdivision or tax authority in the Republic of Kazakhstan. (j) The Buyer is fully entitled, in accordance with the legislation of the Republic of Kazakhstan, to waive its immunity on the basis of sovereignty in respect of any claims or legal proceedings related in any way to Agreements that may be brought before the courts of the Republic of Kazakhstan. (k) The execution and transfer of Agreements by the Buyer and the fulfillment of its obligations under them constitute commercial transactions. (l) The choice of the Principles of Islamic Sharia as the governing law by the Parties to the Agreements is lawful, valid and binding. (m) There is no need for Agreements to be filed, entered into a register, registered with a court or a government agency in the Republic of Kazakhstan, or stamped with a stamp duty or similar turnover tax in order to ensure legality, legal force, legal sanction or admissibility as evidence in the courts of the Republic of Kazakhstan. (n) According to the law and the Constitution of the Republic of Kazakhstan, it is not necessary for the Seller to obtain a license, qualification or the right to conduct business in the Republic of Kazakhstan in order to be able to exercise his rights under Agreements or in connection with the implementation of Agreements or the fulfillment of his obligations under them. (o) The Seller is not considered a resident who has a permanent place of residence to carry out business activities and is not subject to taxation in the Republic of Kazakhstan only because of the implementation, fulfillment and/or implementation of Agreements, the construction of the Road by the Seller and its sale to the Buyer in accordance with the Agreements, and the amounts to be received by the Seller under the Agreements will be exempt from income tax by deduction.
As long as I do not notify the Seller of any changes to this opinion prior to the payment of funds under the Agreement, you and your legal adviser may rely on this opinion at any time, starting from the date of this Legal Opinion, up to and including payment, as if this opinion were dated and transmitted for a day at each of these moments.
With respect, ______________
I hereby certify that this translation corresponds to the text of the Istisna Agreement.'And between the Government of the Republic of Kazakhstan and the Islamic Development Bank on the reconstruction of the section of the road "Border of South Kazakhstan region - Taraz" within the framework of the Western Europe-Western China road project in English, signed in Astana on July 31, 2009.
Head of the HR and Document Management Department of the Ministry of Finance of the Republic of Kazakhstan N. Shabanov
Project No.:KHZ-050
AGENCY AGREEMENT (ISTISNA'A)
between
BY THE GOVERNMENT OF THE REPUBLIC OF KAZAKHSTAN
and
BY THE ISLAMIC DEVELOPMENT BANK
ABOUT THE RECONSTRUCTION OF THE SECTION OF THE ROAD "BORDER OF SOUTH KAZAKHSTAN REGION - TARA3" WITHIN THE FRAMEWORK OF THE WESTERN EUROPE-WESTERN CHINA ROAD PROJECT
AGENCY AGREEMENT
THIS AGREEMENT was concluded on 9/08/1430h (corresponding to 07/31/2009) between the Government of the Republic of Kazakhstan (hereinafter referred to as the "Agent") and the Islamic Development Bank (hereinafter referred to as the "IDB").
CONSIDERING THAT
A) The IDB agrees, in accordance with the Agreement of the same date (hereinafter referred to as the "Istisna Agreement"), to reconstruct for the Agent the section of the Road "Border of South Kazakhstan region - Taraz" within the framework of the Western Europe-Western China Road project described in Annex I to this Agreement (hereinafter referred to as the "Road") within the framework of the project described in annex II to this Agreement. B) The IDB agreed with the Agent that the Agent, through the Executive Agency, should conclude a Contract with the Contractor on behalf of the IDB and oversee the reconstruction of the Road.
BASED ON THE ABOVE, the IDB and the Agent have agreed on the following:
Article 1 DEFINITIONS - INTERPRETATION
1.1. In this Agreement, unless the context otherwise requires, the following terms have the meanings given against each of them below:
Approved - the amount approved by the IDB for the reconstruction of the Road amount;
Capital - the total cost of Road reconstruction, which includes the Contract Price, consultant fees, and any other costs or expenses incurred by the IDB during or in connection with the reconstruction of the Road and the supervision of the reconstruction;
Agreement(s) on - an agreement with a Consultant for the provision of Road consulting services, concluded by the Service Agent through an Executive Agency on behalf of The Seller's contact with the Consultant(s) in accordance with Article-V of this Agreements;
Consultant(s) - consulting firm(s) appointed in accordance with Article V of this Agreement;
Contractor - the contractor who will be charged with the reconstruction of the Road;
A contract is a contract for the reconstruction of a Road, concluded by an Agent through an Executive Agency on behalf of the IDB with As a contractor;
Contract price - the price to be paid to the Contractor for the reconstruction of the Road;
The first date is the date on which the IDB makes payments, the first payment under the Contract, or To the consultant, what will take place earlier;
Date of entry - the date when the IDB announces its entry Agreements by virtue of this Agreement or the Agreement Entry into force in accordance with Article XII of the Agreement;
Executive - Ministry of Transport and Communications The Agency (MTK), acting through the Committee of Highways (KAD) Agent;
The final one is a certificate issued by the Consultant as a certificate of compliance with the terms of the Acceptance Contract after the expiration of the warranty period, which means that the reconstruction of the road has been satisfactorily completed by the Contractor.;
Fiscal year is the period of time beginning on January 1 and ending on December 31 of the calendar year during which the budget of the investment project is executed.;
Grace period - the period starting from the beginning of the date of the first payment and ending after 4 (four) years or as of the date of issue of the Pre-Acceptance Certificate, whichever comes first.;
Certificate o is a certificate issued by a Consultant in preliminary accordance with the terms of the Contract, which means that the reconstruction of the road has been satisfactorily completed. As a contractor;
Project - the project described in annex II to Agreement;
Road - The Road described in Appendix I to Agreement;
Tax - any tax, fee, duty or other obligation of a similar nature (including without limitation any penalty payable due to inability to pay or delay in payment of any of them);
US Dollars are the legal currency of the United States or "US$" America.
1.2. In this Agreement: (a) Unless the context otherwise requires, words expressed in the singular include the meaning of the plural, and vice versa, words meaning persons include corporations and partnerships; and references to a specific appendix, supplement, article or paragraph are references to the appendix, supplement, article or paragraph of this Agreement. (b) Words and expressions defined in the Istisna Agreement'And and are not given in this Agreement, have the same meanings that they are given in the Istisna Agreement. (c) The headings of articles and paragraphs are provided for convenience of reference only and should not be used to define, interpret or limit any of the provisions of this Agreement.
Article II THE PREAMBLE TO THE AGREEMENT AND ITS ANNEXES
The Preamble and annexes to this Agreement form an integral part of the Agreement.
Article III SELECTION OF THE CONTRACTOR
3.1. The Parties to the Agreement have agreed that the Agent, in agreement with the IDB and in accordance with the IDB Procurement Procedures, and subject to its approval, shall conclude all contracts financed under this Agreement for the implementation of the project as follows: (a) Construction work: Construction work for the reconstruction of the Road will be procured through international competitive bidding limited to IDB member countries (through an Enforcement Agency), in accordance with the IDB procurement procedures. (b) Project Management Consultant and Renovation Supervision Consultant: The Project Management Consultant and Renovation Supervision Consultant are selected from among the pre-selected consulting firms from the IDB member countries, which must be agreed upon between the IDB and the Agent (through the Implementing Agency). (c) Audit services: Audit services will be selected by an Agent from a list of reputable audit firms acceptable to the IDB in order to audit the financial statements for each Financial Year during the project period in accordance with international auditing principles and standards. The audited financial statements for each such period must be submitted to the IDB no later than nine (9) months after the end of the relevant period. 3.2. The Agent, through an Executive Agency on behalf of the IDB, will negotiate and conclude a Contract with the Contractor, subject to the following conditions: (a) The terms of the Contract are agreed upon between the IDB and the Agent through the Executing Agency. (b) The Contract price should not exceed 170 (one hundred and seventy) million US dollars. (c) The completion period for the reconstruction of the Road under the Contract should not exceed 48 (forty-eight) months from the date of the first payment. (d) The technical requirements for the Road under the Contract must be such as are briefly described in Annex I to this Agreement and set out in detail in the Contract. (e) Upon completion, the Road will be accepted directly by the Agent through the Enforcement Agency. (f) Written approval by the IDB of the terms of the Contract to be concluded must be obtained prior to the conclusion of the Contract by the Agent through the Executing Agency. (g) The contract stipulates that the Contractor must purchase insurance against all risks, as is customary in trade, and proceeds from insurance are paid to the IDB in US dollars or any other acceptable currency. 3.3 The Contractor's income from the Contract and any other work under the Contract is subject to taxes, fees and any other obligations of a similar nature in accordance with the laws of the Republic of Kazakhstan. 3.4 For the avoidance of any doubt, taxes, fees and any other obligations of a similar nature specified in paragraph 3.3 are not funded by the IDB. They must be paid by the Agent as described in annex II to this Agreement.
Article IV AMENDMENTS AND ADDITIONS TO THE CONTRACT
The Agent, through the Executing Agency, does not, without the prior written consent of the IDB, make amendments, changes or modifications to the Contract that may (a) lead to an increase in the Contract Price, or (b) lead to an extension of the completion date, or (c) lead to a change in technical specifications, or (d) not comply with generally accepted practice.
Article V APPOINTMENT OF A CONSULTANT
5.1 The IDB and the Agent have agreed through the Executive Agency that the Project Management Consultant (CBM) and the Supervisory Consultant (Design Review and Reconstruction Supervision) (Consultants) will be selected from among pre-selected consultants from the IDB member countries in accordance with the procedures and rules of the IDB, which are agreed between the IDB and the Agent through an Executive Agency. The Project Management Consultant will monitor the implementation of the project, and assist the Executive Agency in the overall management of the project, procurement of construction works, goods, and hiring an Oversight Consultant. The Supervision Consultant undertakes the responsibility of reviewing the design of the Road submitted to the Contractor and overseeing the Contractor's work on a daily basis. The Supervisory Consultant is responsible for reviewing all requests for disbursements paid by the IDB for the Contractor only. The Supervision Consultant is also responsible for coordinating all activities related to the reconstruction of the Road, ensures regular reporting on the progress of work, ensures strict compliance with all policies and procedures of the IDB throughout the implementation of the reconstruction of the Road. 5.2. The technical specifications of the Consultants' contracts are agreed in writing between the Agent through the Executive Agency and the IDB before inviting bids from the consultants remaining for the final selection. 5.3. The Agent, through the Executive Agency, interacts with the IDB in negotiations with selected Consultants, the outcome of which is subject to final approval by the IDB and the Agent through the Executive Agency. 5.4. The Agent, through the Executive Agency, undertakes that in his management of the Contract, he will act with the highest degree of professionalism and diligence while monitoring (with the assistance of Consultants referred to in paragraphs 5.1, 5.2 and 5.3 of this Agreement) the punctual and correct fulfillment by the Contractor of his obligations under the Contract in order to ensure the reconstruction of the Road in accordance with technical requirements, including the terms and cost stipulated in the Contract. 5.5. Without prejudice to the general meaning of clause 5.4 of this Agreement, the Agent, through the Executive Agency, is obliged to: (a) inform the IDB as soon as practicable of any delay or anticipated delay in completing the reconstruction of the Road, setting out all the details; (b) resolve all regulatory and administrative issues related to the reconstruction of the Road, in accordance with the relevant Laws of the Republic of Kazakhstan. (c) sign the Pre-Acceptance Certificate and the Final Acceptance Certificate if he is satisfied that the Road has been completed in accordance with the Contract and technical requirements at the appropriate stage. 5.6. If, in violation of Article V of the Agreement, the Agent gives instructions to the Contractor that result in an increase in the Contract Price, or if the IDB is held liable to either Party for any claim, damage, loss or expense, the Agent agrees to assume the increase in the Contract Price or, as appropriate to reimburse the IDB for the costs associated with such claims, losses, damages or expenses. 5.7. It is agreed that the Agent, through the Executive Agency, will provide as many of his staff as will be necessary to fulfill his duties under this Agreement and under the Contract. 5.8. The Agent is not entitled to any remuneration or other payment from the IDB in connection with or as a result of the Agent's appointment as the IDB administrator under this Agreement. 5.9. Income from Consulting Services Agreements is subject to taxes, fees and any other obligations of a similar nature in accordance with the Laws of the Republic of Kazakhstan. 5.10. For the avoidance of any doubt, the taxes, fees and other obligations of a similar nature referred to in paragraph 5.9 above are not funded by the IDB. They must be paid by the Agent as described in Annex II to the Agreement.
Article VI PAYMENT OF THE APPROVED AMOUNT
6.1. The IDB will pay the Approved Amount in the manner specified in the Contract and in the Consulting Services Agreement, in accordance with the Payment Procedures of the IDB. 6.2. Date of the request for the first payment: If, within 180 days from the effective date or a later date to be agreed between the Agent and the Bank, the Agent does not If the Bank submits an application for the First Payment, the Bank may terminate this Agreement by duly notifying the Agent thereof. 6.3. Payment termination Date: 28/02/2013, or a later date to be agreed between the Agent and the Bank, is the date of termination of withdrawals under this Agreement. 6.4. Without prejudice to the general meaning of clause 6.1 of this Agreement, the Agent must: (a) when applying for the first Payment paid to the Consultant, provide a copy of the signed Contract for the Provision of Consulting Services. (b) when applying for the first Payment under the Contract, provide a signed copy of the Contract (if not previously submitted) and a copy of the insurance policy referred to in paragraph 3.2 (g) of this Agreement. 6.5. The IDB is not obligated to make any Payments under the Agreement if the request for Payment does not comply with this Agreement or if the documents submitted by the Agent are incomplete or otherwise defective. The Agent is responsible for any delays in making Payments if such delay occurs due to non-compliance of the application with this Agreement, or due to insufficiency or inaccuracy in the required documents.
Article VII ROAD ACCEPTANCE
7.1. It is agreed that the Contract should provide for the acceptance of the Road after completion of the work directly by the Agent. It is also agreed that under no circumstances will the IDB be liable to the Agent for losses resulting from delayed acceptance of the Road. 7.2. In order to avoid misunderstandings, it is agreed that if, after signing the Final Acceptance Certificate, the Agent refuses to accept the Road from the Contractor for any reason, the Agent must reimburse the IDB for any costs, expenses or losses resulting from this.
Article VIII DECLARATIONS AND COMMITMENTS
The Agent declares and certifies that: 8.1. he has the right to conclude this Agreement and fulfill his obligations under the Agreement, and that all actions required to authorize the fulfillment of this Agreement and the Agent's fulfillment of his obligations under the Agreement have been duly undertaken; 8.2. the obligations assumed by the Agent in this Agreement are legitimate and valid obligations, mandatory for the Agent in accordance with the terms of the Agreement; 8.3. the fulfillment of this Agreement and the fulfillment by the Agent of its obligations under the Agreement do not constitute a violation and will not lead to a violation of any agreement, contract or law; 8.4. all procedures and conditions (including currency control procedures) required by the laws of Kazakhstan have been followed and executed to: (i) enable the Agent to lawfully conclude this Agreement and fulfill the obligations assumed by him in this Agreement, (ii) ensure that the obligations assumed by him in this Agreement, are lawful, valid and legally enforceable, and (iii) that, to ensure that this Agreement is admissible as evidence in Kazakhstan in strict accordance with the laws and Constitution of Kazakhstan, without further actions and formalities; 8.5. the design and implementation of the project will comply with environmental regulations, policies and procedures of the Government of Kazakhstan. The agent guarantees that the project will also comply with the environmental and social principles of the co-financing organization (i.e.: the Asian Development Bank).
Article IX COMPENSATION
9.1. The Agent hereby undertakes to reimburse the IDB on a clean after-tax basis (in accordance with applicable local and foreign tax rates), and agrees to protect and hold the IDB harmless from any and all obligations, fees, debts, losses, damages, fines, claims, lawsuits, judgments and expenses, including reasonable legal fees and expenses (including legal fees and expenses incurred in connection with the implementation of this Agreement), of any kind or nature, regardless of whether they are taxed, incurred or brought against the IDB, resulting from: (a) ownership, possession, use, documentation, removal, return, or other uses or dispositions under a Contract or Consulting Services Agreement, including those that may arise as a result of: (i) any loss or damage to property, or death or bodily injury to any person; (ii) obvious or hidden defects in the Road; (iii) any claims based on the principle of strict liability due to a tort, or otherwise; (iv) any claim based on infringement of a patent, trademark or copyright; (v) any claim based on liability arising under applicable environmental laws or environmental permits; (vi) any claim relating to ownership of the Road or the land on which it is being built; (vii) any claims or disputes related to the Contract or letter of credit opened in accordance with it, or related to the Contract for the Provision of Consulting Services. (b) the occurrence of any default or any other inability on the part of the Agent or Contractor to comply with or comply with the terms of this Agreement, or a document, contract or contract concluded in relation to this Agreement or in relation to the Road, but without any claims based on violations by the IDB to fulfill its obligations. obligations under this Agreement or a document, contract or contract concluded by the IDB in relation to this Agreement or in relation to the Road; (c) any claims, encumbrances, collateral interest, lien, or legal process relating to the right to or participation in the Road or the land on which it is being built. 9.2. The Agent must promptly notify the IDB of any event or condition known to the Agent, as a result of which the IDB has or may reasonably be entitled to compensation for damages. The damages described in clause 9.1 specifically apply to and include claims or actions by or on behalf of the Agent's employees, and the Agent hereby expressly waives, unlike the IDB, any immunity to which the Agent may be entitled under any applicable laws. The Agent, immediately at the request of the IDB (but in any case within fifteen days from the date of such request), must reimburse the IDB for the amounts he has spent in connection with the above, or pay such amounts immediately. The Agent must subrogate to the rights of the IDB in any matter in respect of which the Agent has actually reimbursed the IDB for the amounts spent by him or has actually paid these amounts immediately in accordance with clause 9.1. In the event of any lawsuits or legal proceedings initiated against the IDB in connection with any claim for compensation, the IDB after receiving The Agent will notify the Agent of the commencement of such claims or legal proceedings, enclosing copies of all documents handed over by the IDB. The Agent may, and at the request of the IDB, dispute the claim and defend himself from prosecution at the Agent's expense, or order a lawyer selected by the Agent and reasonably satisfied with the IDB to dispute the claim and defend himself from prosecution. In the event of the Agent's inability to do so, the Agent must pay all costs and expenses (including reasonable attorney's fees and expenses) incurred by the IDB in connection with such a claim or litigation.
Article X REPORTS
The Agent, through the Executive Agency, undertakes to submit the following reports to the IDB: a) Within 3 (three) months after the date of entry into force of the Agreement and every three months thereafter, a report on the work done and the performance of the Contract, prepared in such a way as may be determined from time to time by the IDB; (b) Promptly after the issuance of the Final Acceptance Certificate, but no later than six months after the issuance of such Certificate, submit a final report on the construction of the Road and the initial work of the project, to the extent and in such detail as may reasonably be requested by the IDB; (c) Any other report or information that from time to time The time may reasonably be requested by the IDB.
Article XI WAIVER OF THE RIGHT
The failure of the IDB to exercise or assert its rights under this Agreement, or the delay on its Part in doing so, or its inability to exercise or defend any remedy it may have against the Agent, or the delay on its Part in doing so, will not prejudice such right or remedy and will not it will be interpreted as a waiver of such a right or remedy.
Article XII ENTRY INTO FORCE OF THE AGREEMENT
This Agreement will enter into force from the beginning of the effective date of the Istisna Agreement.
Article XIII CURRENT LEGISLATION. SETTLEMENT OF DISPUTES
13.1. This Agreement is governed by and interpreted in accordance with the principles of Islamic Sharia (as set out in the Shari'ah Standards published by the Organization for Reporting and Auditing of Islamic Financial Institutions, and as interpreted by the Islamic Fiqh Academy of the Organization of the Islamic Conference or the Shari'ah Committee of the IDB). 13.2. Any dispute between the Parties to this Agreement and any claim of one Party to the other Party arising under this Agreement that cannot be resolved by agreement of the Parties within 60 (sixty) days from the date of notification by one Party to the other Party will be submitted to the arbitration commission for final and binding decision in accordance with the rules and procedures of the International Islamic Center for Reconciliation and Arbitration (ICPA) in Dubai in the United Arab Emirates. The ICPA Arbitration Rules and procedures will be applied instead of any other dispute resolution procedure between the Parties to this Agreement or a claim made by one Party against the other Party under this Agreement. 13.3. If no enforcement has taken place within 30 (thirty) days after the duplicates of the award of the arbitral tribunal have been handed over to the Parties, either Party may initiate legal proceedings against the other Party or institute a claim for the purpose of enforcing the award of the arbitral tribunal in any court of competent jurisdiction., may enforce such a court decision by enforcing a court decision or may pursue any other appropriate means of legal protection against the other Party for the enforcement of the arbitral award or the provisions of this Agreement. 13.4. Each Party to this Agreement accepts that any court decision rendered under this Agreement against it may be enforced in respect of funds (assets) in any jurisdiction. The Parties to this Agreement hereby unconditionally waive any objections they may have to any legal action, court case, or judicial proceeding arising from or in connection with the enforcement of an arbitral award under this Agreement, whether the award was made in the jurisdiction in which they have funds (assets) or not., and further, hereby unconditionally waive any claim that such legal action, court case or judicial proceedings brought before any jurisdiction, taken out at an inconvenient venue. 13.5. To the extent that a Party to this Agreement may, in any jurisdiction, claim for itself or its assets immunity from suit, execution or seizure (either in the form of assistance or enforcement, pending a court decision or order, or otherwise), or other legal process, or to the extent that such jurisdiction has similar immunity (required or not) may be attributed to her or her assets, such Party hereby unconditionally undertakes not to claim and unconditionally waives such immunity.
Article XIV notifications
14.1. Any notification or request that is given or made by one Party to the other Party within the framework of this Agreement or in connection with it must be executed in writing and may be sent by telex or letter. Such notification or request will be deemed to have been duly transmitted or made if it is delivered to the other Party by hand or mail, or sent by telex/fax to the address specified in clause 14.2 of the Agreement or to any other address that may be assigned by notifying the other Party. 14.2. For the purposes of clause 14.1 of this Agreement, the Parties provide their addresses listed below:
FOR THE SELLER: FOR THE BUYER: Islamic Development Bank Ministry Ministry of P.O. Vox: 5925 Finance Transport and Jeddah-21432 Pobedy Avenue, 11 communications Kingdom of Saudi Arabia 010000 Astana Kabanbai Avenue, 32/1 Batyr, Republic of Kazakhstan Telex:601137ISDB SJ Tel.:+7 7172 71 72 99 010000 Astana Cable: BANKISLAMI Fax number:+7 7172 32 69 51 Republic of Kazakhstan JEDDAH Tel.:+7 7172 29 90 Fax:+966 26366871 61/ 24 33 83 Fax number:+7 7172 24 3705/ 29 90 65
[END OF ARTICLE]
IN CONFIRMATION OF WHICH, the Parties therefore signed this Agreement on the day specified in the Preamble to this Agreement.
ON BEHALF OF GOVERNMENT OF THE REPUBLIC OF KAZAKHSTAN _____________________________
ON BEHALF OF THE ISLAMIC DEVELOPMENT BANK ____________________________
ANNEX I
DESCRIPTION OF THE ROAD
The proposed site of the IDB extends from the village of Shakpakata, starting from 593 km (the border of the South Kazakhstan region) on the outskirts of Taraz and ending at 536 km. The proposed section (Section 1) of the Road will be upgraded from Category II (2-lane road) to Category I (4-lane road). This is a segment of the Road from the border of the South Kazakhstan region through the city of Taraz to the border of the Almaty region and the border of the Republic of Kyrgyzstan. The site is located on the territory of Zhambyl and Zhualy districts of Zhambyl region. The terrain of the site is relatively flat with a small mountain range called Karatau descending from the mountains to the central part of the narrow gorge. The height of the various parts of the site ranges from 631 m to 1,040 m above sea level. The total length of the IDB-funded Section 1 is 58.1 km.
ANNEX II
PROJECT DESCRIPTION
The IDB's participation in the project is aimed at ensuring the reconstruction of three sections (out of a total of 8 sections) with a total length of 172 km in the Zhambyl region (including the Taraz bypass road). This The agreement applies only to Section 1 (from the border of the South Kazakhstan region to the city of Taraz; from 536 km to 593 km). The project involves the reconstruction of Section 1 and upgrading of the category from Category II (two-lane road) to Category I (four-lane road with a dividing strip). The aim of the IDB project is to increase the efficiency and safety of traffic and promote the development of one of the main strategic transport corridors of the Republic of Kazakhstan. The efficiency of traffic and trade will be improved by providing high-quality infrastructure and services along the corridor, in order to reduce transportation costs. The scope of the project (Site 1) includes Construction Work, Project Management Consulting Services, Design Review, and Renovation Supervision Consulting Services. Construction work: The construction work involves the reconstruction of a 58.1 km long road section. The width of the carriageway is 15 m, the shoulder width is 3.75 m, and the dividing strip is 5 m. The project includes the construction of 12 transport interchanges on one level, 3 bridges, 63 culverts, bypasses of the settlements of Shakpakata, B. Momyshuly, Kuyuk pass and a road maintenance point in the village of B. Momyshuly. As part of the project, the reconstruction of a road maintenance facility located in the village of Bauyrzhan Momyshuly will be carried out. Project Management Consultant (IDB-CBM): Each participating International Financial Institution (IFI) will appoint its own Project Team (CBM) to monitor the progress of the work funded by each IFI. A team of experts will be selected (referred to as the IDB-CBM) to assist the Executive Agency in the overall management of the project and the procurement of construction works, goods, and the involvement of consultants for design review and renovation supervision. Design Review and Reconstruction Supervision Consultant: The Consultant will conduct a review of the Road design, as well as oversee the Contractor's work on a day-to-day basis.
The IDB-KUP will include qualified personnel under the responsibility of a senior official of the ITC. The staff will include specialists in highway construction, procurement, financial management, environmental protection, and any other required personnel. The appointment of a responsible MTK employee and the selection of the IDB-CBM staff will be carried out by agreement between the ITC and the IDB. The IDB will provide financing to cover the ongoing costs of the IDB-KUP throughout the implementation period.
Preliminary financing plan:
USD
Component
IDB
Government rk
total
Road (Trench-1, Section-I from 536 km to 593 km)
145,711,213
100 %
-
0 %
145,711,213
VAT + local taxes
-
0 %
21,772,940
100 %
21,772,940
Interim result (Construction works)
145,711, 213
87 %
21,772, 940
13 %
167,484, 153
Consulting services
Design review and renovation supervision
6,300,000
100 %
-
0 %
6,300,000
VAT + local taxes
-
0 %
941,379
100 %
941,379
Subtotal (Consulting services)
6,300,000
87 %
941,379
13 %
7,241,379
Management consulting services:
Project Management Consultant (CBM - IDB)
2,670,000
100 %
-
0 %
2,670,000
VAT + local taxes
-
0 %
399,568
100 %
399,568
Interim summary (CBM - IDB)
2,670,000
87 %
399,568
13 %
3,069,568
Basic cost
154,681,213
87 %
23,113,887
13 %
177,795,100
Unforeseen expenses of a physical and financial nature
15,318,787
87 %
2,289,014
13 %
17,607,801
The total total for the Site (1) of this The project
170,000, 000
25,402, 900
195,402, 900
I hereby certify that this translation corresponds to the text of the Agency Agreement (Istisna) between the Government of the Republic of Kazakhstan and the Islamic Development Bank on the reconstruction of the section of the road "Border of South Kazakhstan region - Taraz" within the framework of the Western Europe-Western China road project in English, signed in Astana on July 31, 2009.
Head of the HR and Document Management Department of the Ministry of Finance of the Republic of Kazakhstan N. Shabanov
The RCPI's note. The text of the Agreement in English is attached below.
President
Republic of Kazakhstan
© 2012. RSE na PHB "Institute of Legislation and Legal Information of the Republic of Kazakhstan" of the Ministry of Justice of the Republic of Kazakhstan
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