Preparatory Commission for the                                 PC-XIV/7              
Organisation for the Prohibition                               2 July 1996           
of Chemical Weapons                                            Original:  ENGLISH    
                                                                                     

(22 - 26 July 1996)

NOTE BY THE EXECUTIVE SECRETARY

DEVELOPMENT AND REALISATION AGREEMENT

FOR THE NEW OPCW PURPOSE-BUILT OFFICE BUILDING

1. Pursuant to the Commission's request (subparagraph 9.6(d) of PC-X/23) and as noted by the Commission during its Thirteenth Session (subparagraph 9.1 of PC-XIII/18), the Committee on Relations with the Host Country reviewed the revised version of the Development and Realisation Agreement for the New OPCW Purpose-Built Office Building and found that it satisfied the requirements of the Commission (subparagraph 2.4 of PC-XIII/HC/8). The Agreement was signed by the two Parties to it, the OPCW Foundation and Peace Building Catsheuvel B.V. (the developer), at the Signing Ceremony held at the Netherlands Congress Centre on 20 March 1996 which was attended by the Minister for Foreign Affairs and representatives of the Host Country, as well as by the Chairman of the Commission, delegations of Member States, officials of the Secretariat, and the press. The (Preliminary) Tenancy Agreement (PC-XIV/6) and the associated Exchange of Letters (PC-XIII/HC/5) were also concluded at the Signing Ceremony.

2. Under the terms of that Agreement, construction of the OPCW building would commence within two months from the date of signature and would be completed within twenty-two months from the date of signature. In fact, construction began very shortly after signature and it is expected that the building will be completed on time. The structure of the Agreement, including its seven Addenda which are an integral part of it, is as follows:

Development and Realisation Agreement

Addendum 1: Programme of Requirements - Fifth Version - dated 31 March 1994

(Attachment to PC-VI/A/4)

Addendum 2: The offer

(the developer's offer, as defined in the Development and Realisation Agreement, (available for consultation in the Secretariat, upon request))

Addendum 3: Final Design Approval Agreement dated 13, 14 and 16 June 1995

(Annex 1 to PC-XI/HC/5)

Addendum 4: List of specification documents, including the list of job variations

(corresponding to Annex 3 of the (Preliminary) Tenancy Agreement (Annex 3 of the Attachment to PC-XIV/6))

Addendum 5: Overall planning

(Version C, providing target dates, has been distributed in the Attachment to PC-XIV/HC/1)

Addendum 6: Performance guarantee of Philipp Holzmann AG

Addendum 7: Garantieverklaring van de Stichting OPCW

(Guarantee Declaration of the OPCW Foundation)

Annex 1: (Preliminary) Tenancy Agreement

(PC-XIV/6)

Annex 2: Supplementary Understandings

(PC-XII/HC/3)

3. The main body of the Development and Realisation Agreement, as signed, is contained in the Annex to this Note, in the official languages of the Commission. The full Agreement, including the Addenda in their entirety, totals more than 180 pages. For reasons of economy, the full version including all Addenda will be reproduced only in the PC-OPCW Legal Series. In that version, some of the Addenda will appear in the official languages of the Commission, in accordance with the request of the Committee on Relations with the Host Country (subparagraph 2.6 of PC-XIII/HC/8).

4. The history of and basis for the negotiation of the Development and Realisation Agreement can be found in:

(a) Notes by the Executive Secretary: PC-IX/HC/9, PC-XI/HC/2, PC-XII/HC/4, PC-XII/HC/11, PC-XII/HC/12 PC-XIII/HC/1, PC-XIII/HC/5 and
PC-XIII/HC/7;

(b) Reports of the Committee on Relations with the Host Country: paragraphs 14 and 15 of PC-VI/HC/4, paragraphs 7 to 9 of PC-VI/HC/4.Add.1, paragraphs 8 to 17 of PC-VII/HC/1, subparagraph 2.1 of PC-VII/HC/2, subparagraph 2.1 of Attachment 1 to PC-VIII/HC/1, paragraph 2 of PC-VIII/HC/7, subparagraph 4.3 of PC-IX/HC/3, subparagraphs 2.9 and 2.19 of PC-IX/HC/5, subparagraphs 3.2, 4.1, 4.2, 4.4 and 8.2 of PC-IX/HC/7, subparagraphs 2.4, 2.5(d) and 6(d) of PC-X/HC/8, paragraph 2 and subparagraph 3.2 of
PC-XI/HC/5, subparagraph 4.2 of PC-XI/HC/6, subparagraph 2.4 and paragraph 4 of PC-XII/HC/7, paragraphs 2.1 and 2.2 of PC-XII/HC/14, subparagraphs 2.4 to 2.5 of PC-XIII/HC/8;

(c) the following subparagraphs of Reports of the Commission: 5.4 of PC-IV/23, 5.2 and 5.3 of PC-V/12, 5.4 of PC-VI/22, 8.2 of PC-VII/8, 9.2 of PC-VIII/18, 9.3(a) and 9.4 of PC-IX/11, 9.2 and 9.6(d) of PC-X/23, 9.5 and 9.7 of
PC-XI/17, and 9.2 of PC-XIII/18; and

(d) the Understandings (paragraphs 3 to 4 and 6 to 9 of Annex 1 to PC-IX/11).

Annex

DEVELOPMENT AND REALISATION AGREEMENT

THE UNDERSIGNED

OPCW Foundation, having its registered office at: Kettingstraat 2, 2511 AN, Den Haag (The Hague), in this matter legally represented by R. van de Laar, chairman, and P.M. Kurpershock, administrator, hereinafter referred to as "the Principal";

and

Peace Building Catsheuvel B.V., having its registered office at: Tournooiveld 4, Den Haag (The Hague), in this matter (according to private powers of attorney) legally represented by Ir F.D. van der Weide and Drs H.C. de Lint, hereinafter referred to as "the "Developer"

DEFINITIONS

OPCW The Organisation for the Prohibition of Chemical Weapons.

Commission The Preparatory Commission for the OPCW.

Commission/OPCW The Preparatory Commission for the OPCW and/or the OPCW, whichever is appropriate at the time of application.

Dfl. figures All figures are amounts in Dutch guilders and are exclusive of VAT.

PoR Programme of Requirements dated 31 March 1994 (approved by the Commission in subparagraph 5.4 of PC-VI/22), attached hereto as Addendum 1.

Project The development and realisation of the Premises.

Premises The land and the new purpose-built office building, to be built at the Catsheuvel site, Johan de Wittlaan between 30 and 34, in The Hague; land registered at the Municipality of The Hague, section N, nr. 8015 (in part) and 8016 (in part).

Construction Site The Catsheuvel site, Johan de Wittlaan between 30 and 34 in The Hague.

Spcecial Requirements Requirements especially fitted for the Commission/OPCW, to be developed and realised as a part of the Project.

The offer The architectural and financial offer of the Developer of 15 July 1994, completed and summarised in the letters dated 22 July 1994 and 23 November 1994 as agreed by the Commission, the Principal and the Developer, and the letters dated 22, 23, and 29 August 1994, 30 September 1994, 13 October 1994 and 2 February 1995 as agreed between the Developer and the Principal, all attached hereto as Addendum 2.

Final Design Documents The drawings and descriptions of the Premises, which are approved by the Principal and the Commission/OPCW in the Final Design Approval Agreement, attached hereto as Addendum 3.

Specification Documents The specified and detailed description of the construction, the installations, the workmanship and the materials in written documents and in drawings, of the Premises, attached hereto as Addendum 4.

(Preliminary) Tenancy Agreement The (Preliminary) Tenancy Agreement between the Developer as Lessor and the OPCW as Lessee concerning the Premises, attached hereto for reference purposes.

Guarantee Agreement The warranty of the Principal to the Developer by which he is bound to pay the rent as referred to in Article 4 of the (Preliminary) Tenancy Agreement after the completion and acceptance of the Premises under the special terms as set forth in the warranty, attached hereto as Addendum 7.

Rental Costs The total amount of the annual rent of the Premises, and the annual annuity costs due to the financed Special Requirements.

Steering Group Body in which formal consultations take place between the Principal, the Developer, representatives of the Commission/OPCW and the consultant(s) appointed by the Principal and the Commission/OPCW.

WHEREAS

1. The Principal has the responsibility towards the Commission/OPCW regarding the availability of a new purpose-built office building in The Hague, to be used by the Commission/OPCW.

2. The Commission has adopted a Programme of Requirements (hereinafter P.o.R., attached hereto as Addendum 1) with respect to the new purpose-built office building. The Principal has used the P.o.R. and further conditions and starting points as the basis of the Project.

3. Based on this P.o.R., these further conditions and starting points a tender was organised by the Principal in cooperation with the Commission to select a Developer for the development and realisation of the new purpose-built office building, which tender has led to the selection of Provastgoed Nederland B.V. (Peace Building Catsheuvel B.V.), as the Developer.

4. This selection was based on the submission by the Developer of the Offer. The Offer has been the subject of further negotiations and resulted in the (Preliminary) Tenancy Agreement, the Guarantee Agreement and this Development and Realisation Agreement.

5. The Principal wishes to obtain certainty on the following aspects in respect of the Premises:

a) the quality of the Premises, including the Special Requirements;

b) the date of completion of the Project and the date of delivery of the Special Requirements;

c) the level of the Rental Costs.

6. The Developer is willing to provide the fore mentioned certainty and to develop and realise the Premises on his account and at his risk. The Project will not lead to Rental Costs of more than Dfl. 5,700,000 (price level 1997, to be adjusted annually on the terms of the (Preliminary) Tenancy Agreement).

7. This agreement is concluded subject to the condition that the (Preliminary) Tenancy Agreement has been entered into by the Developer and the OPCW.

8. The Developer has developed a Final Design and Specifications Documents in close cooperation with Kallmann, McKinnell and Wood Architects Inc., established in Boston - USA, which Final Design and Specification Documents were accepted by the Principal and by the Commission/OPCW. The Final Design was accepted and approved by the Principal and the Commission, which was established in the Final Design Approval Agreement signed by the Principal, the Developer and the Commission on 13, 14 and 16 June 1995, attached hereto as Addendum 3. The Specification Documents are as attached hereto as Addendum 4. On this matter (21) Steering Group Meetings were held.

9. A building permit dated 24 July 1995 has been issued. In this permit parts of the plan were identified to be worked out further and to be submitted for additional approval by the Municipality, namely the appearance and final location of the guardhouse and the fences.

10. This agreement aims to arrange the (further) cooperation between parties for the (further) development and realisation of the Premises.

HAVE AGREED AS FOLLOWS:

ARTICLE 1. The Project

1.1 Without prejudice to the provisions ("onverminderd de bepalingen") of this agreement, the Developer will finalise the project at his own risk and on his own account according to the requirements, conditions and starting points laid down in the following documents:

(a) Specification Documents, attached hereto as Addendum 4;

(b) The Final Design Documents as referred to in Addendum 3;

(c) Programme of Requirements, attached hereto as Addendum 1.

In case of discrepancy and/or in case of omissions, the order of precedence is (a), (b), (c).

1.2 In view of the obligations mentioned in Article 1.1 the Developer is responsible for (but not limited to):

- the timely request of the necessary permit(s), approval(s) and dispensation(s) according to schedule and for conducting the necessary (preliminary) discussions in this respect with the governmental body or bodies concerned, as well as for the meeting of the requirements of other regulations, ordinances and codes so that the Project proceeds on schedule;

- giving the necessary assignments to advisors and coordinating their activities;

- guaranteeing the continued involvement by commission of Kallmann, McKinnell and Wood Arch. Inc., Boston, USA, during construction and with respect to the remaining process of detailed design work, both exterior and interior;

- giving assignments for the construction of the Project to contractors, subcontractors, installers and suppliers;

- the completion of the Project according to Article 9.

1.3 The Project will be finalised by the Developer using solid, good quality and preferably low maintenance materials and thorough craftsmanship.

ARTICLE 2. Leasehold of the building site

2.1 The Principal guarantees to the Developer that the Municipality of The Hague will transfer the leasehold of the construction site at the Catsheuvel location to the Developer without any costs such as redemption costs for ground rent ("afkoopsom voor erfpachtscanon"), transfer costs and real estate transfer tax, subject to the conditions of the Municipality of The Hague (AB 1986 her. 1993 en AAR 1986 herz. 1993).

ARTICLE 3. (Preliminary) Tenancy Agreement

3.1 The (Preliminary) Tenancy Agreement concerning the Premises is attached hereto for reference purposes.

3.2 The total rental costs for the Premises will be:

A sum of Dfl. 5,249,710. = (price level 1997, to be adjusted annually on the terms as stated in the (Preliminary) Tenancy Agreement). This sum is to be substituted by the actual amount which is mentioned in Article 4.2 of the (Preliminary) Tenancy Agreement.

After the first ten years of the rental period, the above-mentioned sum will be reduced by an amount of Dfl. 1,194,400. =, being the annual costs for financing the Special Requirements, which costs are based on a ten-year term of financing through annuity. This sum is to be substituted by the actual amount which is mentioned in Article 4.2 of the (Preliminary) Tenancy Agreement.

3.3 The Rental Costs will not exceed an amount of Dfl. 5,700,000 (price level 1997, to be adjusted annually on the terms as stated in the (Preliminary) Tenancy Agreement).

3.4 If the Developer transfers his rights and duties from the (Preliminary) Tenancy Agreement to be reached with the Commission/OPCW to a third party (institutional investor) before the completion of the Premises, no duty for the Principal to this third party whatsoever will ensue from this. The Developer indemnifies the Principal for any damage arising from the conduct of this third party during the development and realisation process.

3.5 Except for that which will be determined in the guarantee agreement in respect of the (Preliminary) Tenancy Agreement to be reached between parties, the Principal is not held to take the Premises into use on any grounds whatsoever, nor to promote the taking into use of the Premises by a third party, nor to make any payment for the use or non-use of the Premises to the Developer on any grounds whatsoever. The guarantee agreement is attached hereto as Addendum 7.

ARTICLE 4. Building permit

4.1 The Principal will cooperate with the Developer in every reasonable way in order to ensure that the requirements for the granting of the additional approval within the framework of the building permit are met in good time.

4.2 Approval of the Netherlands Congress Centre and an additional building permit has to be obtained by the Developer for the pedestrian tunnel between the Netherlands Congress Centre and the OPCW building. The Principal will cooperate with the Developer in every reasonable way in order to ensure that the requirements for the granting of the approval and the additional building permit are met in good time.

4.3 The additional approval and building permit shall be obtained under responsibility of the Principal. The Developer will not be liable for any delay in the issuing of the additional approval and the additional building permit by the Municipality of The Hague for reasons beyond the control of the Developer.

Neither will the Principal be liable for losses of the Developer due to delay in the issuing of the additional approval and permit.

4.4 The Developer will also not be liable for delays caused by the Principal or by the Commission/OPCW.

ARTICLE 5. Consultation

5.1 During execution of this agreement, the Developer and the Principal will maintain close consultation taking into account each other's interests, including those of the Commission/OPCW. The Developer and the Principal will inform each other in good time of facts and circumstances which are of interest in this respect.

5.2 Regarding the information exchange between parties, the following is determined:

(a) Consultant(s) may be appointed by the Principal and the Commission/OPCW to monitor the construction process and to represent the interests of the Principal and the interests of the Commission/OPCW. They may be involved in the development and realisation process up to the termination of the defect liability period as referred to in Article 11.1.

For the total costs involved with such consultancy a provisional sum of
Dfl. 1,500,000. = is included in the offer.

The consultant's invoice(s) - certified by the Principal and sent by the Principal to the Developer with his request for payment - will be charged against the forementioned provisional sum after an increase of the amount of the invoice(s) with a surcharge for interest over the period from the date of payment of the respective invoice(s) until the approval as referred to in Article 9.1. The interest rate shall be the discount-rate for the promissory note of "De Nederlandsche Bank" increased by 2%.

The total interest-surcharges are included in the provisional amount of
Dfl. 1,500,000.=.

If the accumulated expenditures to be charged against the provisional sum prove to be higher or lower than the amount of Dfl. 1,500,000.= the difference shall be settled according to Article 7.2, in the way that there will not be an increase with a percentage of 20% for fees, etc.

Payments to consultant(s) shall be made within 30 days after receipt by the Developer of the certified invoices. No handling fee shall be chargeable.

Prior to the commencement of construction, a quality control system will be drawn up by the consultant(s), in cooperation with the Developer and approved by the Steering Group.

The rights of the building consultant(s) include the right to inspect the construction, to follow the detailed elaboration of the Specification Documents into construction and installation drawings, including shop- and site drawings, on a day to day basis, to approve the samples of materials to be used etc., as referred to in Article 6. Any concerns of the consultant(s) concerning the Project shall be brought to the Steering Group for resolution.

The consultant(s) shall have access to the Works and to all workshops and places where work is being prepared or from where materials, manufactured articles or equipment are being obtained for the works, under the conditions and rules laid down by the Steering Group.

The Developer shall provide the consultant(s) comprehensive information in English on all job variations and items to be covered by provisional sums.

The consultant(s) will be instructed by the Principal at his own discretion and will use the fore-mentioned rights at the discretion of the Principal and the Commission/OPCW without prejudice to Article 14.1 below.

(b) Regular meetings between the Principal and the Developer will be held; such meetings will be referred to as: Steering Group Meetings. Members of the Steering Group are: the Principal and the Developer, representatives of the Commission/OPCW and the consultant(s).

At least every 4 weeks a Steering Group Meeting will be held. The Reports of the Steering Group meetings will constitute notification in writing of decisions taken on the project.

(c) Among other things the following will be discussed and decided as appropriate in the Steering Group Meetings:

- information regarding the progress of the project;

- the quality of the project during preparation and under construction;

- changes in the Specification Documents; the cost- and time- consequences of alterations initiated by the Principal, and/or the Commission/OPCW, and/or the Developer;

- approval of the quality control system drawn up by the Consultant(s);

- job variations and cost consequences.

(d) A site office is provided by the Developer for the exclusive use of the Principal, the consultant(s) and the representatives of the Commission/OPCW who are in the Steering Group.

ARTICLE 6. Detailed construction information, approval and disputes

6.1 Detailed construction and installation drawings:

The Developer will produce where necessary detailed technical specifications, construction and installation drawings, in addition to and in accordance with the Specification Documents.

In the event that the Principal does not agree with (parts of) the contents of these drawings of specifications, the Principal will notify the Developer in writing and will provide well-motivated information regarding the extent to which, in its opinion, the drawings fail to be in accordance with Article 1.1.

Within two weeks from the date of receipt of the Principal's notification, the Developer will notify the Principal in writing whether he will introduce (an) alteration(s) and, if so, to what extent.

If the Developer decides not to alter certain (parts of) drawings, he will notify the Principal in writing of the reason underlying this decision, within two weeks from the date of receipt of the Principal's notification.

6.2 Samples/manufacture

The Developer shall propose manufacture and provide detailed technical information for important materials and equipment to be installed in the building. Where reasonable, detailed technical information, brochures and/or samples shall be provided in addition to and in accordance with Article 1.1.

In the event that the Principal does not approve of these samples, proposed manufacture etc., the Principal will notify the Developer in writing and will provide well-motivated information regarding the extent to which, in his opinion, the samples, proposed manufacture etc., fail to be in accordance with Article 1.1.

Within two weeks from the date of receipt of the Principal's notification, the Developer will notify the Principal in writing whether he will introduce (an) alteration(s) and, if so, to what extent.

If the Developer decides not to change samples, manufacture etc., he will notify the Principal in writing of the reason underlying this decision, within two weeks from the date of receipt of the Principal's notification.

6.3 Disputes

In the event that the detailed information, drawings, samples, manufacture etc., in the opinion of the Principal do not comply with Article 1.1, and the Developer does not share this opinion, and consultation in accordance with Article 5 fails to resolve the dispute, each of the parties is entitled to initiate proceedings as stated in Article 16.

In such an event, the parties are obliged to do whatever is reasonably possible to prevent delays in the further performance of this agreement. If in the view of the Principal continuation of the activities by the Developer will lead to decisions which seriously prejudice the outcome of the dispute, the Developer will postpone its activities, if and to the extent that the Principal so requires, until a decision as stated in Article 16.4 has been given regarding the dispute.

That which is determined above, however, does not prejudice the mutual rights and obligations of the parties which arise from this agreement, in particular the Developer's obligation to meet the Overall Planning referred to in Addendum 5, and his liability for shortcomings in the performance of this agreement which can be attributed to it. The costs of this dispute and cost consequences of the possible delay due to the dispute will be borne by the party Arbitrators rule against.

ARTICLE 7. Specification Documents

7.1 The Principal shall have the exclusive right to introduce changes in the Specification Documents as a result of the increasing insight which stems from the character of the Premises as the new OPCW purpose-built office building or might be the result of objections or appeals by third parties within the framework of the additional approval of the building permit procedure, or as a result of awarding by the Principal of a request by the Commission/OPCW for additional requirements.

7.2 The Developer is obliged to inform the Principal on first request of cost consequences of changes in the Specification Documents as requested by the Principal and/or the Commission/OPCW. This includes notifying the Principal on the level of the rental costs reached, in order to prevent the exceeding of the maximum Rental Costs as stated in Article 3. The cost consequences shall be presented in a format acceptable to the Steering Group.

The Developer shall fully justify all claims for additional work and all deductions for omitted work.

Claims for additional work and deductions for omitted work, including surcharges of (sub)contractor(s) will be increased by a percentage of 20% for fees, interest and overhead costs of the Developer.

The total costs will be transformed into a corresponding increase or decrease of the Rental Costs according to the method of calculation included in the Offer.

7.3 The Developer will comply with a request to change the Specification Documents unless he has reasonable grounds not to do so, or to do so under certain conditions. Changes in the Specification Documents can only be implemented after approval by the Principal of the cost consequences. The Principal is obliged to inform the Developer of his approval in good time.

7.4 The Developer will not deviate from the Specification Documents unless he has obtained permission in writing from the Principal to that effect.

ARTICLE 8. Planning

8.1 All relevant deadlines are laid down in the Overall Planning attached hereto as Addendum 5. This planning is binding on the parties.

8.2 The date of commencement of construction will ultimately be two months after the date the (Preliminary) Tenancy Agreement is signed.

8.3 The date of completion of the Premises ready for use referred to in Article 9 will ultimately be twenty-two months after the date the (Preliminary) Tenancy Agreement is signed.

8.4 If the Developer fails to complete the Premises before or on the date mentioned in Article 8.3, the Developer shall be in default and as a consequence liable in accordance with Article 10.

8.5 The Developer will not be liable for delays caused by the Principal or by the Commission/OPCW.

ARTICLE 9. Completion, inspection and approval

9.1 The Premises will be completed ready for use in compliance with Article 1.1 with all the agreed structural and technical provisions, including the agreed Special Requirements. The Premises will be considered completed and accepted if they have been approved by the Principal in accordance with the provisions of this Article.

9.2 Inspection, approval and acceptance by the Principal will take place according to the Dutch Uniform Administrative Conditions for the Execution of Works 1989 ("Uniforme Administratieve Voorwaarden voor de uitvoering van werken, UAV 1989"), chapter 4, clauses 9 and 10. In addition to these conditions and in accordance with standard practice, the inspections will take place during a period of several weeks before and finally on the day itself that is announced in accordance with clause 9 UAV or agreed upon as "date of completion".

9.3 During the inspections, possible defects will be determined and laid down in a record of completion which will also list the dates before which the noted defects are to be repaired. Provided that minor defects that are noted during the inspection are of such a nature that nevertheless the building, with all provisions can be used, approval and acceptance will take place on the "date of completion".

9.4 In the event that the Developer does not agree with (parts of) the record of completion, and consultation in accordance with Article 5 fails to resolve the dispute, each of the parties is entitled to initiate proceedings as stated in Article 16. In such an event, the parties are obliged to do whatever is reasonably possible to prevent delays in the further performance of this agreement.

That which is determined above, however, does not prejudice the mutual rights and obligations of the parties which arise from this agreement, in particular the Developer's obligation to meet the Overall Planning referred to in Addendum 5, and his liability for shortcomings in the performance of this agreement which can be attributed to him. The costs of this dispute and cost consequences of the possible delay due to the dispute shall be borne by the party Arbitrators rule against.

ARTICLE 10. Damages for late completion

10.1 The Developer shall be liable to the Principal if the Developer fails to complete the work within the agreed period under the terms of Article 8 of this agreement.

The amount for liquidated damages for each day of delay shall be Dfl. 10,000 or the amount of actual expenses incurred by the Principal due to the Developer's non-compliance, including damages to be paid to the Commission/OPCW, whichever amount is greater.

The Developer shall not, however, be liable in the event of force majeure.

ARTICLE 11. Defect liability period

11.1 Following the date of completion of the Premises as referred to in Article 9, there will be a defect liability period lasting six (6) months for the building and twelve (12) months for the mechanical, electrical, sanitary and lift installations ("W, E, S, en
L-installaties"). The Developer will be obliged to complete any remaining work and to remedy all defects which arise in that period as soon as possible, unless the defects were caused by the user itself. At the end of the defect liability period, a final certificate will be issued by the Developer if and when all known defects have been remedied.

The defect liability expires when defects are due to lack of maintenance and preservation as referred to in the (Preliminary) Tenancy Agreement.

11.2 The Developer's liability for any shortfall in the Premises ceases at the end of the liability period. An exception to this provision shall apply in the events referred to in clause 12 UAV 1989.

The Principal is entitled to assign rights pursuant to this paragraph to the Commission/OPCW.

ARTICLE 12. Entry into Force/Termination

12.1 This agreement shall not enter into force until the (Preliminary) Tenancy Agreement has been signed.

12.2 The Principal has the right to terminate this agreement immediately without notice of default if the Developer:

- ceases to practice its profession or ceases to carry out its business wholly or in a substantial part;

- applies for a moratorium or applies to be declared bankrupt;

- is declared bankrupt or is granted suspension of payment;

- offers a settlement in lieu of bankruptcy;

- loses power of disposal over its capital or part of it or loses its status as a legal entity.

12.3 If any of the situations set out under 12.2 arise, the Developer will be in default as a consequence thereof.

12.4 In the event of termination as meant in Article 12.2, the Developer shall put the designs and accompanying documents, as mentioned in this agreement, at the disposal of the Principal on first request and free of charge. The Principal has the right to have the designs further worked out and to have the Project realised accordingly by third parties.

To realise the above-mentioned arrangement the Developer will insist, if possible, on whatever is necessary for that purpose in its agreements with the third parties (architect and other consultants, contractors) called in by the Developer for the design development and realisation, and will indemnify the Principal against possible claims in this matter.

ARTICLE 13. Transfer

13.1 The Developer is not entitled, except after prior written permission from the Principal, to assign rights pursuant to this agreement, either totally or in part, to a third party, or to be substituted by another party to this agreement. Such permission will only be granted provided that the Developer will remain fully responsible and liable for the performance of this agreement.

ARTICLE 14. Liability and unconditional guarantees

14.1 The Developer is solely responsible for the Project and is solely liable for any faults and/or defect therein.

14.2 Without prejudice to the provisions ("onverminderd de bepalingen") of this agreement, the Developer unconditionally guarantees the date of delivery, price and quality referred to in Articles 1, 3 and 8.

14.3 A performance guarantee has been provided by Philipp Holzmann for the construction phase of project.

This performance guarantee is attached to this agreement as Addendum 6.

14.4 The Developer will take on in accordance with standard practice a construction all risk insurance, including a liability insurance, in which the Principal, the Commission/OPCW and the consultant(s) will be co-insured and also be mentioned as third party beneficiaries and which insurance will cover consultancy fees such as architects fees and fees for (a) consultant(s) of the Principal.

A copy of the insurance policy has to be handed over to the Principal.

The Developer guarantees to pay all amounts due with respect to these insurances, without any delay.

ARTICLE 15. Act on ultimate responsibility (for payment of taxes and social security contributions, Wet Ketenaansprakelijkheid)

15.1 Parties assume that the Act on ultimate responsibility (for payment of taxes and social security contributions (Act of 4 June 1981, Stbl. 198, nr. 73) is not applicable to their relationship resulting from this agreement. The Developer recognises that he will be seen as the main contractor in relation to contractors, subcontractors, installers, etc. as meant in this Act. The Developer guarantees he will reach agreements with those contractors, subcontractors, suppliers, etc. in which duties will be imposed on these contracting parties aimed at compliance with the Wet Ketenaansprakelijkheid.

15.2 The Developer indemnifies the Principal for all liabilities in this respect.

ARTICLE 16. Disputes

16.1 This agreement, although drafted in English as the single valid version, is governed by Dutch law.

16.2 All disputes concerning this agreement should be settled amicably between the parties.

16.3 All disputes that fail to be resolved amicably between the parties, arising in connection with the present contract, or further contracts resulting therefrom, shall be finally settled in accordance with the Regulations of the Court of Arbitration for the Netherlands Building Industry (de Statuten van de Raad van Arbitrage voor de Bouwbedrijven in Nederland), such as these are in force at September 1, 1995. At least one of the members to be appointed as arbitrator in a certain dispute, will be a Master of Law chosen from the list of extraordinary members (buitengewone leden) of the forementioned Court of Arbitration.

The place of arbitration shall be the Hague.

The arbitral procedure shall be conducted in the Dutch language.

16.4 Parties hereby pledge to abide by the decision rendered by Arbitrators and to act accordingly.

ARTICLE 17. Addenda

17.1 All addenda to this agreement constitute an integral part of this agreement.

17.2 The addenda are:

Addendum 1: Programme of Requirements dated 31 March 1994

Addendum 2: The offer

Addendum 3: Final Design Approval Agreement dated 13, 14 and 16 June 1995

Addendum 4: Specification documents, inclusive list of job variations

Addendum 5: Overall Planning

Addendum 6: Performance guarantee of Philipp Holzmann

Addendum 7: Garantieverklaring van de Stichting OPCW (Guarantee Declaration of the OPCW Foundation)

17.3 The (Preliminary) Tenancy Agreement has been attached to this agreement for reference purposes.

THUS AGREED on 20 March1996 at The Hague.

The Principal

[Signed]

[Signed]

The Developer

[Signed]

[Signed]

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