RAILWAY NIS-DIMITROVGRADAMENDMENT AGREEMENT NO. 1 IN RELATION TO THE FINANCE CONTRACT DATED 31 JANUARY 2018 BETWEEN THE REPUBLIC OF SERBIA AND EUROPEAN INVESTMENT BANK("Off. Herald of RS - Treaties", No. 15/2018) |
FI N° 86763
Serapis N° 2016-0341
Belgrade, October 19, 2018
Luxembourg, 26 October 2018
THIS AGREEMENT IS MADE BETWEEN:
(1) The Republic of Serbia, represented by the Minister of Finance, Siniša Mali, on behalf of the Government as representative of the Republic of Serbia (the "Borrower"); and
(2) The European Investment Bank, having its seat at 100 blvd Konrad Adenauer, Luxembourg, L−2950 Luxembourg, represented by the Head of Division Mr. Matteo Rivellini and the Legal Counsel Mr. Cagin Pabuccu (the "Bank"),
together referred to as the "Parties".
BACKGROUND
(A) The Parties have entered into the finance contract dated 31 January 2018 (the "Finance Contract").
(B) The Parties have agreed to enter into this Amendment Agreement No. 1 (the "Amendment Agreement") for the purpose of amending the Finance Contract as contemplated herein.
IT IS AGREED as follows:
1. INTERPRETATION
Unless otherwise defined, capitalised terms used in this Amendment Agreement have the same meaning attributed to them in the Finance Contract. References to Articles in this Amendment Agreement are references to Articles in the Finance Contract.
2. AMENDMENTS TO THE FINANCE CONTRACT
The Finance Contract shall be amended as set out below.
2.1 Interpretation and Definitions
The following definition shall be inserted in the Interpretations and Definitions section of the Finance Contract:
"Guide to Procurement" means the Guide to Procurement published on EIB’s website1 that informs the promoters of projects financed in whole or in part by the EIB of the arrangements to be made for procuring works, goods and services required for the Project.
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1 http://www.eib.org/projects/publications/guide-to-procurement.htm. Note it is the version of the Guide in force at the time of the project procurement that it is applicable.
2.2 Article 6 (Borrower undertakings and representations)
The following new provision shall be inserted in the Finance Contract as Article 6.6:
"Article 6.6 (Procurement)
The Borrower undertakes to procure works, goods and services for the Project by procurement procedures agreed with the Bank and complying, to the Bank’s satisfaction, with its policy as described in its Guide to Procurement.
The review procedures for remedies, as provided for in Serbian law, shall be available to any party having had an interest in obtaining a particular contract and who has been or risk being harmed by an alleged infringement."
3. CONTINUING OBLIGATIONS
The provisions of the Finance Contract shall, save as amended by this Amendment Agreement, continue in full force and effect. The Borrower acknowledges and agrees that, other than as expressly set out and agreed hereby, this Amendment Agreement does not constitute a waiver granted by the Bank or amendment of any other term or condition of the Finance Contract. The Bank reserves any and all contractual and legal rights it has under the Finance Contract and the applicable law.
The Borrower shall, at the request of the Bank and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Amendment Agreement.
4. GOVERNING LAW AND JURISDICTION
4.1 Governing Law
This Amendment Agreement shall be governed by the laws of the Grand Duchy of Luxembourg.
4.2 Jurisdiction
(a) The Parties hereby submit to the jurisdiction of the Court of Justice of the European Union to settle any dispute arising out of or in connection with this Amendment Agreement (including a dispute regarding the existence, validity or termination of this Amendment Agreement or the consequences of its nullity).
(b) The Parties hereby waive any immunity from or right to object to the jurisdiction of the Court of Justice of the European Union. A decision of the Court of Justice of the European Union given pursuant to this Article shall be conclusive and binding on each party without restriction or reservation.
5. ENTRY INTO FORCE
This Amendment Agreement shall enter into force upon: (i) confirmation by the Bank to the Republic of Serbia in writing (including via electronic mail) that the Bank has received a copy of the Official Gazette of the Republic of Serbia publishing the law on ratification of this Amendment Agreement by the National Assembly of the Republic of Serbia; and (ii) receipt by the Bank of the evidence that the execution of this Amendment Agreement by the Borrower has been duly authorised and that the person or persons signing this Amendment Agreement on behalf of the Borrower is/are duly authorised to do so together with the specimen signature of each such person or persons.
This Amendment Agreement has been entered into in 6 (six) originals in the English language, each page having been initialled on behalf of the Republic of Serbia and on behalf of the Bank.
Signed for and on behalf of |
Signed for and on behalf of |
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The Minister of Finance |
The Head of Division |
The Legal Counsel |
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Siniša MALI |
Matteo Rivellini |
Cagin Pabuccu |
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