Ministry of Culture of the Russian Federation, hereinafter referred to as the Ministry, represented by the Minister of Culture Alexander Avdeev, St Petersburg Foundation for Investment Construction projects, hereinafter referred to as the Foundation, represented by the director general Alexey Vasiliev, acting on the basis of the Statute, Consortium composed of Intrasiya Ltd. (leading partner) and CJSC PA Vozrozhdeniye, hereinafter referred to as the General Contractor, represented by the director general of Intrasiya Ltd. Viktor Smirnov, acting on the basis of the Statute, and Federal State Institution of Culture the State Hermitage, hereinafter referred to as the State Hermitage, represented by the director of the State Hermitage Mikhail Piotrovsky, acting on the basis of the Statute, are collectively referred to as Parties, concluded this Agreement on the following:

The Scope

The Parties cooperate in the form and under the terms and conditions provided by this Agreement, Agency Agreement 01-01-06-04-179 dated December 27, 2004 between Ministry of Finance of the Russian Federation, Ministry of Culture and Mass Communication of the Russian Federation and St Petersburg Foundation for Investment Construction projects (hereinafter referred to as Agency Agreement) and Contract FC-11 (w) dated 10.07.2009 between the Foundation and the General Contractor (hereinafter referred to as the Contract), for the purpose realising the project Restoration of the Eastern Wing of the Former General Staff Building (the State Hermitage) First State at the address: St Petersburg, Palace Square 6-8, litera A (hereinafter referred to as the Project).

Rights and Responsibilities of the Parties

For the Purposes of Realization of this Agreement the Ministry:

• commissions the Foundation to execute legal acts defined in paragraph 4.1 of Article 4 of the Agency Agreement in the name and on behalf of the Ministry.
• is obliged to present the Foundation with cash resources necessary for Project realization in accordance with the terms of the Agency Agreement and with the Loan Agreement 4694-RU signed between the Russian Federation and the International Bank for Reconstruction and Development August 4, 2004, (hereinafter referred to as the Loan Agreement).
• is obliged to control the activities of the Foundation in accordance with the terms of the Agency Agreement.
• is obliged to consider the inquiries of the State Hermitage concerning the progress of the Project realization within 15 days.
• includes a representative of the State Hermitage in the State committee for the acceptance of the reconstructed part of the building at the address: St Petersburg, Palace Square 6-8, litera A.

For the Purposes of Realization of this Agreement the Foundation:

• using the funds of the Loan from the International Bank for Reconstruction and Development 4694-RU and the funds of co-financing of the federal budget appropriated in accordance with the Loan Agreement, ensures organization and performance of works, provided by the mentioned Agency Agreement, by the General Contractor to realize the Project.
  
• accepts part of the building at the address St Petersburg, Palace Square 6-8, litera A (hereinafter referred to as the Building) from the State Hermitage within the limits approved for the performance of the works, defined in Appendix 1 of this Agreement, and passes it to the General Contractor, in that connection the Parties draw up a tripartite certificate in the form annexed hereto.
  
• ensures coordination of specification documents between the General Contractor and the Hermitage as well as the changes introduced by the General Contractor to the specification documents provided that the State Hermitage submitted the changes in accordance with paragraph 2.3.4 of this Agreement.
  
• organizes meetings with participation of the representatives of the State Hermitage and the General Contractor for the purposes of coordination of the Parties' actions under the Project realization.
  
• organizes acceptance of works with participation of the representatives of the State Hermitage in accordance with the established procedure.
  
• signs the Certificate of Completion (including intermediate certificates provided by the Contract) only after it receives written agreement from the State Hermitage to sign such Certificate or after the State Hermitage fails to provide a letter of denial to approve such certificate within 5 (five) business days from the moment such Certificate has been passed to the representative of the State Hermitage.
• prepares all the necessary documentation and transfers the equipment of the Project to the books of JSC Lenenergo by the compensation agreement after the completion of the works.
• prepares all the documentation needed to include the representative of the State Hermitage in the State committee for the review of the reconstructed Building of the General Staff.

For the Purposes of Realization of this Agreement the State Hermitage:

• forms work group for realization of the Project and indicates the persons responsible for coordination of the specification documents and for the decisions on other matters arising during realization of the Project including progress control over the Foundation and the General Contractor.
  
• participates in the meetings organized by the Foundation in the course of the Project realization.
  
• takes part in the acceptance of work results organized by the Ministry and the Foundation, as well as sends its representative to the State Committee for the review of the reconstructed Building of the General Staff.
• gives written agreement to the Foundation to sign the Certificate of Completion within 5 (five) business days from the moment the Certificate of Acceptance has been received as well as presents written motivated refusal from the agreement within the same period.

For the Purposes of Realization of this Agreement the General Contractor:

• accepts the territory of the building area under the act in accordance with Appendix 1 of this Agreement and in the course of works ensures special safety (under the terms of the State Hermitage) and fire safety, compliance with sanitary requirements and safety regulations.
  
• realizes the Project in accordance with the project documentation, issued permissions and concurrences.
  
• develops research and project documentation at the stage of engineering documentation and project of works execution.
  
• within 20 (twenty) days upon signing of this Agreement develops safety plans for security, fire and environmental safety of the Building area and coordinates them with the State Hermitage.
  
• within 20 (twenty) days upon signing of this Agreement develops an engineering and technical plan of actions to ensure normal operation of the museum complex under the reconstruction of the Building and receives an approval of the State Hermitage on that plan, carries out such actions and makes suggestions, if necessary, to make elaborations of the action plan in the process of works. Prior to the execution and acceptance of the works provided by this paragraph other works on Project realization in the territory of the Building area can not be executed without an agreement of the State Hermitage.
  
• receives an approval of the State Hermitage and the Foundation concerning the specification documents, by order of the Foundation and the State Hermitage (in cases provided by paragraph 2.3.4.) ensures that changes are introduced into it. In case it is impossible to introduce the required changes it presents written motivated explanation to the Foundation and (or) the State Hermitage.
  
• involves subcontractors to execute Project works by the agreement with the State Hermitage.
  
• when necessary obtains approvals and agreements necessary for Project works.
• provides engineering support of the building area and takes actions to preserve the exploitation of a part of the complex of the State Hermitage beyond the reach of works in accordance with the project FC-11(c)-22/07 ИТМ that is annexed to the contract FC-11.