PowerBank II Subcontract


    
      	
              DATED

            
	
               

               

               

               

               

               

              (1)  CLP
                SERVICES LIMITED

               

              (2)  CLP
                ENVIROGAS LIMITED

               

               

               

               

               

               

               

            
	
              OPERATIONS,
                REPAIR AND MAINTENANCE SUBCONTRACT

              relating
                to the landfill gas power generation project at 

              Garlaff
                Landfill Site

            
	 
	
              EVERSHEDS
                LLP

            
	
              115
                Colmore Row

              Birmingham

              B3
                3AL

              Tel:
                +44 121 232 1000

              Fax:
                +44 121 232 1900

            


    


    
      
        bir_corp\743963\1 

        27
          September 2004 roddicm

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THIS
      AGREEMENT
      is made
      the day of 

    


    BETWEEN:-

    


    (1) CLP
      SERVICES LIMITED a
      company
      incorporated in England and Wales with company number 04502345 of Unit 14-15,
      Queensbrook, Bolton Technology Exchange, Spa Road, Bolton BL1 4AY
      (“CLPS”).

     

    (2) CLP
      ENVIROGAS LIMITED
      a
      company incorporated in England and Wales with company number 03720203 whose
      registered address is situate at Units 14-15, Queensbrook, Bolton Technology
      Exchange, Spa Road, Bolton BL1 4AY (“the
      Subcontractor”).

     

    


    WHEREAS

    


    
      	(A)  	
              At
                the date of this Agreement CLPS has agreed to provide operation,
                repair
                and maintenance services to Ridgewood ROC II 2003 LLC (“Ridgewood”)
                pursuant to the terms of an Operations, Repair and Maintenance Agreement
                dated on or around the date hereof (“O&M Agreement”) in respect of the
                Power Generation Equipment. 

            


    

     

    
      	(B)  	
              The
                parties have agreed that CLPS shall subcontract its obligations under
                the
                O&M Agreement to the Subcontractor on the following
                terms.

            


    

    


    NOW
      IT IS HEREBY AGREED AS FOLLOWS:- 

    


    
      	1.  	
              DEFINITIONS

            


    

    


    The
      terms
      defined in this Agreement shall have the meaning specified hereunder unless
      the
      context otherwise requires.

    


    


    
      	
              “CLP
                Developments Limited”

            	
              shall
                mean CLP Developments Limited (company number 4502342) whose registered
                office address is situate at Unit 14-15, Queensbrook, Bolton Technology
                Park, Spa Road, Bolton BL1 4AY

            
	
              "the
                Commencement Date"

            	 
	
              “Consumables”

            	
              shall
                mean the consumable items used in the provision of the Services,
                including
                lubricating oil, water treatment chemicals, air and oil filters and
                spare
                and replacement parts for the Equipment

            
	
              “Development
                Services Agreement”

            	
              shall
                mean the agreement dated 30 September 2004 and made between Ridgewood
                and
                CLP Developments Limited

            
	
              “Downtime”

            	
              shall
                mean all time that the Equipment is not exporting
                electricity

            
	
              “Existing
                Electricity Sales Contract”

            	
              shall
                mean the contracts (if any) relating to the sale and supply of electricity
                from the Site under the NFFO or Scottish renewable orders regime
                as
                amended and/or replaced from time to time

            
	
              “the
                Equipment”

            	
              shall
                mean the Power Generation Equipment and other associated equipment
                as more
                particularly defined in the Development Services Agreement installed
                or to
                be installed and including, where applicable, the flare and flare
                stack
                

            
	
              “Group
                Member”

            	
              shall
                mean the Subcontractor and any holding company of the Subcontractor
                and
                its/their respective subsidiaries from time to time

            
	
              "Initial
                Term"

            	
              shall
                mean the period set out in clause
                2

            
	
              "kWh
                Exported"

            	
              shall
                mean the kilowatt hours exported as per the export meter/ meters
                which are
                used for the purpose of measuring the electricity generated by the
                Equipment and exported to the National Grid 

            
	
              "Landfill
                Gas"

            	
              shall
                mean a gas mainly comprising methane, carbon dioxide, nitrogen and
                oxygen
                produced by the decomposition of materials in the landfill at the
                site

            
	
              "Power
                Generation Equipment"

            	
              shall
                mean the electrical power generation equipment supplied or to be
                supplied
                by others (as defined in the Development Services Agreement)
                

            
	
              “Project”

            	
              shall
                mean the generation of power from landfill gas at the
                Site

            
	
              “Project
                Development and Services Agreement”

            	
              shall
                mean the agreement dated 30 September 2004 and made between (1) the
                Purchaser, (2) CLPE ROC -2 Limited, (3) CLPE ROC -2A Limited and
                (4) the
                Project Companies (as therein defined)

            
	
              “Ridgewood”

            	
              shall
                mean Ridgewood ROC II 2003 LLC a body corporate incorporated with
                limited
                liability in the state of Delaware, U.S.A whose registered address
                is
                situate at 947 Linwood Avenue, Ridgewood, NJ, 07450,
                USA

            
	
              "Services"

            	
              shall
                mean the services detailed in clause
                3

            
	
              "the
                Site"

            	
              shall
                mean the Garlaff landfill site 

            
	
              "the
                Site Operator"

            	
              shall
                mean Barr Limited or their successor in title or
                assignees

            


    

    


    
      	2.  	
              TERM
                OF AGREEMENT

            


    

    


    This
      Agreement shall come into force on the Commencement Date and shall continue
      for
      15 years unless otherwise terminated under Clause
      6
      (the
      "Initial Term"). 

    


    
      	3.  	
              SERVICES

            


    

    


    The
      Subcontractor will:

     

    
      	3.1  	
              Ensure
                that the allocation of Landfill Gas between any different projects
                on the
                Site is done in such a way as to:-

            


    

     

    
      	3.1.1  	
              first,
                maximise (subject to the availability of the existing engines) the
                production of electrical energy to meet the obligations under the
                Existing
                Electricity Sales Contract (if any) in respect thereof;
                

            


    

     

    
      	3.1.2  	
              second,
                to prioritise each project in the following
                order:-

            


    

     

    
      	3.1.2.1  	
              project
                funded by monies provided by the Powerbank I
                Fund;

            


    

     

    
      	3.1.2.2  	
              project
                funded by monies provided by the Powerbank II
                Fund;

            


    

     

    
      	3.1.2.3  	
              project
                funded by monies provided by the Powerbank III Fund;
                and

            


    

     

    
      	3.1.2.4  	
              project
                funded by monies provided by the Powerbank IV
                Fund;

            


    

     

    
      	3.1.3  	
              thereafter

            


    

     

    to
      give
      priority to the different projects in accordance with the historical sequence
      of
      construction.

     

    
      	3.2  	
              Pay
                water charges for the supply of water to the
                Equipment.

            


    

    


    
      	3.3  	
              Pay
                electricity charges as levied by the local electricity supplier for
                the
                supply of electricity to the Equipment or as reasonably recharged
                to
                Ridgewood by the Site Operator.

            


    

    


    
      	3.4  	
              Pay
                taxes, rates and other similar costs as may be levied against Ridgewood
                in
                the ordinary course of business provided always that CLPS shall procure
                that Ridgewood forwards invoices, notices or other correspondence
                relating
                to such taxes, rates and costs to the Subcontractor as soon as reasonably
                practicable.

            


    

    


    
      	3.5  	
              Monitor
                the Equipment regularly and liaise with Ridgewood with the objective
                of
                maximising the availability and output of the Equipment.
                

            


    

    


    
      	3.6  	
              Be
                available for the call out on a 24 hour basis for emergencies, breakdown
                and security. The Subcontractor’s staff shall be available to attend at
                the Site within 2 hours from notification of such
                events.

            


    

     

    
      	3.7  	
              Perform
                daily, weekly and monthly checks of the operations of the Equipment
                in
                accordance with manufacturer’s recommendations and good maintenance
                practice and supply to CLPS on a monthly basis a schedule of the
                checks
                that have been carried out.

            


    

    


    
      	3.8  	
              Maintain
                and keep up to date a maintenance record or log book for the Equipment.
                

            


    

    


    
      	3.9  	
              Provide
                CLPS with a weekly operating record of hours run, electricity exported
                and
                stoppages in a form to be agreed by CLPS and to meet with CLPS on
                a
                regular basis to discuss operations, such meetings to take place
                at the
                CLPS’ offices in Bolton, the Site or such other location as the parties
                may agree.

            


    

    


    
      	3.10  	
              Take
                oil samples, analyse and examine analyses in accordance with the
                manufacturer's recommendations and procedures and supply such information
                to CLPS.

            


    

    


    
      	3.11  	
              Change
                lubricating oil at intervals as is consistent with prudent operating
                practice or on such criteria as agreed with the engine and lubricant
                suppliers (if so agreed). 

            


    

    


    
      	3.12  	
              Maintain
                adequate levels of water treatment chemicals in the cooling system
                of the
                Power Generation Equipment.

            


    

    


    
      	3.13  	
              Be
                wholly responsible for and shall indemnify and hold CLPS harmless
                against
                any and all claims, liabilities, costs, damages and expenses of every
                kind
                and nature with respect to:

            


    

    


    
      	3.13.1  	
              the
                injury or death of any of the Subcontractor's personnel except to
                the
                extent such injury or death is caused by the negligence of CLPS or
                a fault
                or defect in the Equipment;

            


    

    


    
      	3.13.2  	
              the
                sickness, injury or death of any third party and the damage to or
                destruction of any property of any third party arising directly or
                indirectly during or as a result of any act or omission or default
                of the
                Subcontractor in carrying out the services under this Agreement and
                the
                Subcontractor agrees to take out the necessary insurance with a limit
                of
                indemnity of £5,000,000 to comply with his obligation under this
                clause
                3.13;
                and

            


    

    


    
      	3.13.3  	
              the
                use of the Site by the
                Subcontractor.

            


    

    


    
      	3.14  	
              Produce
                a statement at three monthly intervals giving its assessment of the
                condition of the Equipment supported by details of maintenance work
                which
                has been completed.

            


    

    


    
      	3.15  	
              Use
                the Site for the purposes of the Project and not for any unrelated
                business activity.

            


    

    


    
      	3.16  	
              Arrange
                for adequate stocks of Consumables including air and oil filters
                and spark
                plugs to be held on Site.

            


    

    


    
      	3.17  	
              Provide
                supplies of lubricating oil in order to replenish and change the
                engine
                lubricating oil at intervals on such criteria as agreed with the
                engine
                and lubricant suppliers.

            


    

    


    
      	3.18  	
              Provide
                adequate supplies of water treatment chemicals in order to maintain
                the
                cooling system of the Power Generation
                Equipment.

            


    

    


    
      	3.19  	
              Meet
                all costs and any associated costs (other than capital costs) involved
                in
                providing the Services including lubricating oil and water treatment
                chemicals. 

            


    

    


    
      	3.20  	
              At
                the commencement of each calendar year provide CLPS and any other
                party as
                CLPS reasonably directs with a programme for that year giving the
                anticipated maintenance programme and Downtime periods for all elements
                of
                the Equipment.

            


    

     

    
      	3.21  	
              Operate,
                maintain and repair the Equipment. 

            


    

    


    
      	3.22  	
              Employ
                persons of adequate skill and experience to operate the
                Equipment.

            


    

    


    
      	3.23  	
              Follow
                all health and safety legislation and the codes of practice and guidelines
                issued by the Health and Safety
                Executive.

            


    

    


    
      	3.24  	
              Keep
                the Equipment clean and of good appearance at all
                times.

            


    

    


    
      	3.25  	
              Liaise
                with the Site Operator as necessary and comply with all relevant
                Site
                instructions, traffic movements and other Site management matters.
                

            


    

    


    
      	3.26  	
              Subject
                and without prejudice to clause
                3.1
                the Subcontractor will use reasonable efforts to
                ensure
                that when the Equipment operates it exports the maximum possible
                kilowatt
                hours of electricity, within the limitations of the rated capacity
                of the
                Equipment and the gas available.

            


    

    


    
      	3.27  	
              Co-operate
                with CLPS and liaise with the engine, gas pump and other equipment
                suppliers to ensure that the maintenance and servicing of the Equipment
                is
                carried out either in accordance with such suppliers recommendations
                and
                procedures or in accordance with the reasonable judgement of the
                Contractor pursuant to Clause
                3.32.

            


    

    


    
      	3.28  	
              Supply
                and fit spare and replacement parts to the Equipment in accordance
                with
                the reasonable judgement of the Subcontractor acting in accordance
                with
                Clause
                3.32
                provided that it is accepted that the Subcontractor is not responsible
                for
                meeting the costs of relocating the Equipment or supplying and installing
                additional Equipment or any similar works or services and that the
                costs
                of such relocation and installation will be born wholly by
                CLPS. 

            


    

    


    
      	3.29  	
              Subject
                to the provisions of clause
                3.28
                meet all costs (other than capital costs) involved in providing the
                Services as described herein. 

            


    

    


    
      	3.30  	
              Subject
                to the provisions of clause
                5
                pay for spare and replacement parts, repair and maintenance costs
                provided
                by any third party supplier it being accepted that any parts or costs
                associated with Equipment relocation or extension as described in
                clause
                3.28
                above are the responsibility of
                CLPS.

            


    

    


    
      	3.31  	
              Co-operate
                with all reasonable requests of any independent expert that may be
                engaged
                by CLPS or Ridgewood to oversee and report on the state of the Equipment
                and the manner in which it is being operated and to act upon the
                reasonable instructions of such independent
                expert.

            


    

    


    
      	3.32  	
              In
                all cases the Subcontractor shall carry out its obligations to the
                standards of a reasonable and prudent operator, meaning standards,
                practices, methods and procedures conforming to law and that degree
                of
                skill, diligence, prudence and foresight which would reasonably and
                ordinarily be expected from a skilled and experienced operator and,
                where
                appropriate, within manufacturer’s recommendations and
                procedures.

            


    

     

    
      	3.33  	
              Insure
                the Equipment for its replacement value against fire and all perils
                and
                take out catastrophic breakdown cover with a reputable Insurance
                Company
                and pay all premiums and excesses on claims save in respect of any
                claims
                arising due to the Subcontractor’s
                negligence.

            


    

    


    
      	4.  	
              CLPS’
                OBLIGATIONS

            


    

    


    CLPS
      shall :

    


    
      	4.1  	
              Pay
                for the Services pursuant to the terms set out in clause
                5.

            


    

    


    
      	4.2  	
              Pay
                for such costs reasonably incurred by the Subcontractor as a consequence
                of termination by Force Majeure as set in Clause
                7.

            


    

    


    
      	4.3  	
              Provide
                all reasonable assistance to the Subcontractor to enable it to perform
                the
                Services pursuant to this
                Agreement.

            


    

    


    
      	5.  	
              PAYMENT

            


    

    


    
      	5.1  	
              At
                the end of each month the Subcontractor shall submit an invoice to
                CLPS
                for the amount due in respect of Services carried out and work undertaken
                pursuant to this Agreement in the preceding month: such amount to
                reflect:-

            


    

       

    
      	5.1.1  	
              the
                value of work properly executed based on the daily rates agreed between
                the parties from time to time;

            


    

     

    
      	5.1.2  	
              the
                cost to the Subcontractor of providing goods, materials, equipment
                and
                other resources necessary for the proper execution of the Services
                pursuant to this Agreement;

            


    

     

    
      	5.1.3  	
              all
                other costs properly and necessarily incurred by the Subcontractor
                in
                providing the Services pursuant to this
                Agreement.

            


    

     

    


    
      	5.2  	
              Invoices
                raised by the Subcontractor at the end of each month shall be settled
                within 30 days of the date of invoice by
                CLPS.

            


    

    


    
      	5.3  	
              Value
                Added Tax will be added to the Subcontractor’s charges at the rate
                prevailing at the time.

            


    

    


    
      	5.4  	
              In
                the event of a dispute over the amount due to the Subcontractor as
                set out
                in an invoice, each of the CLPS Representative and the Subcontractor
                Representative shall meet and in good faith seek to agree the amount
                payable to the Subcontractor. CLPS shall on reasonable notice to
                the
                Subcontractor have the right to access all the books and accounts
                of the
                Subcontractor in order to facilitate such
                agreement.

            


    

    


    
      	5.5  	
              If
                after 28 days following the issue of the relevant invoice the parties’
                Representatives fail to reach agreement over the amount due, either
                party
                may refer the dispute an independent adjudicator who, if not agreed
                between the parties, shall be appointed by the Chairman of the Institute
                of Civil Engineers upon application from either of them. Such adjudicator
                shall, on reasonable notice to the Subcontractor have the right to
                access
                all the books and accounts of the Subcontractor to determine the
                proper
                amount due to the Subcontractor in accordance with this Agreement.
                The
                adjudicator shall consider the dispute in accordance with the Institute
                of
                Civil Engineers Conciliation Procedures (in force from time to time)
                and
                shall act as expert not as arbitrator and his decisions shall be
                final and
                binding save in the case of manifest error. The costs of the adjudicator
                shall be borne equally by CLPS and the
                Subcontractor.

            


    

    


    
      	6.  	
              TERMINATION
                OF THE AGREEMENT

            


    

    


    
      	6.1  	
              Any
                party shall have the right at any time to terminate this Agreement
                in any
                of the following events:-

            


    

    


    
      	6.1.1  	
              If
                any other party commits a material breach of any of the terms of,
                or
                conditions of this Agreement, which may or may not be capable of
                remedy
                and fails to rectify such breach within one hundred and twenty (120)
                days
                after written notice of such breach has been
                given.

            


    

    


    
      	6.1.2  	
              If
                any other party commits a material breach of any of the provisions
                of this
                Agreement which is not capable of
                rectification.

            


    

    


    
      	6.1.3  	
              If
                any other party has an administrator or an administrative receiver
                or
                receiver appointed by its creditors or goes into liquidation other
                than
                voluntary liquidation for the purposes of reconstruction or amalgamation.
                

            


    

     

    
      	6.1.4  	
              On
                termination of the O&M Agreement.


            


    

    


    
      	6.2  	
              Either
                the Subcontractor or CLPS may terminate this Agreement immediately
                if the
                Project has suffered a material adverse change in its business, financial
                condition or prospects which, in the reasonable determination of
                the
                terminating party, makes the continued operation of the Project
                uneconomic.

            


    

    


    
      	6.3  	
              On
                termination of the Agreement CLPS shall have the right but not the
                obligation to purchase from the Subcontractor all items of Consumables
                held by the Subcontractor in respect of the Project as at the date
                of
                termination, by giving written notice to the Subcontractor on or
                before
                termination to that effect. The price for such unused Consumables
                shall be
                the cost price of the same to the Subcontractor plus VAT. The cost
                of
                delivery (insofar as the items are not held at the Project Site)
                to the
                place nominated by CLPS shall be for CLPS’
                account.

            


    

    


    
      	6.4  	
              Subject
                to Clause
                11.2,
                CLPS shall be entitled to terminate this Agreement on notice if the
                Site
                is substituted out of the Project Development and Services Agreement
                by
                Ridgewood.

            


    

     

    
      	6.5  	
              Termination
                of this Agreement as between the parties will be without prejudice
                to the
                accrued rights of such parties at the time of such
                termination.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	7.  	
              FORCE
                MAJEURE

            


    

    


    Notwithstanding
      any other provision in this Agreement no default delay or failure to perform
      on
      the part of any party shall be considered a breach of this Agreement if such
      default delay or failure to perform:-

     

    
      	7.1  	
              is
                shown to be due to termination of the O&M Agreement or due to some
                cause deemed a Force Majeure event under the O&M Agreement;
                or

            


    

     

    
      	7.2  	
              is
                shown to be due entirely to cause beyond the direct control of the
                party
                charged with such default, including, but not limited to such events
                as
                riots, civil embargoes, storms, floods, fire, earthquakes, acts of
                God or
                the public enemy, an act of terrorism, national emergency or nuclear
                disasters, strike, lockout, labour unrest (affecting the performance
                of
                this agreement) provided that where such incident extends to employees
                of
                the Subcontractor it is part of a national, industry - wide action.
                

            


    

     

    In
      the
      case of the occurrence of such event the time for performance required by either
      party under this Agreement shall be extended for any period during which
      performance is prevented by such event. However, any other party may terminate
      this Agreement by notice if such event preventing performance continues for
      more
      than 60 continuous days.

     

    
      	8.  	
              UNDERTAKINGS

            


    

    


    
      	8.1  	
              CLPS
                agrees to procure that monies received in respect of insurance policies
                shall be applied in accordance with the O&M
                Agreement.

            


    

    


    
      	8.2  	
              The
                Subcontractor agrees not to make changes to the Equipment having
                a cost
                greater than £15,000 that is not provided for in the approved budget
                without the prior written approval of
                CLPS.

            


    

    


    
      	9.  	
              LIMITATION
                OF LIABILITY

            


    

    


    
      	9.1  	
              The
                Subcontractor will use reasonable endeavours to deliver the Services
                hereunder within the time agreed and to the standard agreed and,
                if no
                time or standard is agreed, then within a reasonable time and to
                a
                reasonable standard. If despite those endeavours the Subcontractor
                is
                unable for any reason, other than the Subcontractor’s wilful default, to
                deliver such Services the Subcontractor will be deemed not to have
                breached this Agreement.

            


    

    


    
      	9.2  	
              It
                is agreed that the Subcontractor will have no liability to CLPS for
                direct, indirect or consequential loss (all three of which terms
                includes,
                without limitation, pure economic loss, loss of profits, loss of
                business,
                depletion of goodwill and like loss) howsoever caused save that the
                Subcontractor does not exclude its liability (if any) to CLPS for
                any
                direct loss arising from the Subcontractor’s wilful default (but, for the
                avoidance of doubt, the Subcontractor does exclude liability for
                any
                indirect or consequential loss that may arise from such wilful default)
                and for personal injury or death resulting from the Subcontractor’s
                negligence, fraud or for any matter which it would be illegal for
                the
                Subcontractor to exclude or to attempt to exclude its
                liability.

            


    

    


    
      	9.3  	
              For
                the avoidance of doubt CLPS agrees that its only remedy under this
                Agreement (save in the case of the Subcontractor’s wilful default) shall
                be the right of termination (if any) under Clause
                6.

            


    

    


    
      	10.  	
              GENERAL

            


    

    


    
      	10.1  	
              Nothing
                in this Agreement shall constitute or be deemed to constitute a
                partnership between the parties hereto or constitute or be deemed
                to
                constitute CLPS as agents of the Subcontractor for any purpose
                whatever.

            


    

    


    
      	10.2  	
              The
                Agreement shall remain in full force and effect even after the expiry
                of
                the term referred to in Clause
                2
                in
                respect of any matters, conditions, covenants or obligations which
                shall
                not have been done, observed or performed by the Subcontractor or
                CLPS
                prior thereto. 

            


    

    


    
      	11.  	
              ASSIGNMENT

            


    

    


    
      	11.1  	
              Either
                party hereto may assign or transfer the whole or any part of its
                rights,
                powers and benefits hereunder to any party but shall not be entitled
                to
                assign or transfer its duties and obligations hereunder to any party
                except with the written consent of the other party which shall not
                be
                unreasonably withheld or delayed.

            


    

    


    
      	11.2  	
              The
                Subcontractor hereby expressly acknowledges CLP’s right to substitute the
                identity of the Site hereunder when the Site is substituted out of
                the
                Project Development and Services Agreement by Ridgewood by means
                of
                terminating this Agreement and entering into a new agreement on commercial
                terms identical (mutatis mutandis) to this Agreement in respect of
                the
                Site that has acceded to the Project Development and Services Agreement.
                

            


    

    


    
      	12.  	
              WAIVER

            


    

    


    No
      waiver
      of any rights arising under this Agreement shall be effective unless in writing
      and signed by the party against whom the waiver is to be enforced. No failure
      or
      delay by either party in exercising any right power or remedy under this
      Agreement except as specially provided in this clause shall operate as a waiver
      of any right power or remedy. This clause shall not apply where time is
      expressed to be the essence.

    


    
      	13.  	
              LEGAL
                COSTS

            


    

    


    In
      the
      event of arbitration, litigation or other legal proceedings between the parties
      arising from this Agreement the prevailing party shall be entitled to recover
      in
      addition to any other relief awarded or granted its costs and legal fees on
      a
      solicitor and own client basis.

    


    
      	14.  	
              INTEREST

            


    

    


    Subject
      to clauses
      5.5
      and
5.6,
      any
      party not making payment on the due date of any monies properly due under this
      Agreement shall be liable to pay interest at an annual rate of 2% above the
      Base
      Rate of Barclays Bank PLC prevailing from time to time on the amount not
      paid.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	15.  	
              NOTICES

            


    

    


    
      	15.1  	
              Any
                notice or other communication requiring to be given or served under
                or in
                connection with this Agreement shall be in writing and shall be
                sufficiently given or served if
                delivered:-

            


    

    


    
      	 	
              (a)

            	
              in
                the case of CLPS to:

            


    

    Unit
      14-15 Queensbrook Technology Exchange

    Spa
      Road

    Bolton

    BL1
      4AY

    Fax: 01204
      535
      310

    Attention: Dominic
      Greenough

    Email: greenough@clpenvirogas.com
      

    


    
      	 	
              (b)

            	
              in
                the case of the Subcontractor to:

            


    

    Unit
      14-15 Queensbrook Technology Exchange

    Spa
      Road

    Bolton

    BL1
      4AY

    Fax: 01204
      535
      310

    Attention:
       Alix
      Pentecost

    Email:
      apentecost@clpenvirogas.com 

    


    or
      to
      such alternative address, fax number, email address or person as any party
      may
      nominate by notice to the others given in accordance with this Clause
      15.

    


    
      	15.2  	
              Any
                notice shall be delivered by hand or sent by legible facsimile
                transmission or pre-paid first class post (airmail if sent to or
                from an
                address outside the United Kingdom) and if delivered by hand or sent
                by
                legible facsimile or email transmission shall conclusively be deemed
                to
                have been given or served at the time of despatch and if sent by
                post
                aforesaid shall conclusively be deemed to have been received 48 hours
                from
                the time of posting (or 72 hours if sent to or from an address outside
                the
                United Kingdom).

            


    

     

    
      	16.  	
              SEVERABILITY

            


    

    


    If
      any
      terms of this Agreement shall be held to be invalid illegal or unenforceable
      the
      remaining terms and provision of this Agreement shall remain in full force
      and
      effect and such invalid illegal or unenforceable term or provision shall be
      deemed not to be part of this Agreement.

    


    
      	17.  	
              HEADINGS

            


    

    


    Headings
      used in this Agreement are for reference purposes only and shall not be deemed
      part of this Agreement.

    


    
      	18.  	
              DISPUTES
                AND PROPER LAW

            


    

    


    
      	18.1  	
              Subject
                to clauses
                5.5
                and 5.6,
                except as otherwise provided in this Agreement if a dispute of any
                kind
                whatsoever arises between any of the parties hereto in connection
                with or
                arising out of this Agreement it shall be settled in accordance with
                the
                following provisions.

            


    

    


    
      	18.2  	
              For
                the purpose of this Agreement a dispute shall be deemed to arise
                when one
                party serves on the other a notice in writing (hereinafter called
                the
                Notice of Dispute) stating the nature of the dispute and requiring
                the
                dispute to be considered by an adjudicator who, if not agreed upon
                between
                parties, shall be appointed by the Chairman of the Chartered Institute
                of
                Arbitrators in England. The dispute shall thereafter be referred
                and
                considered by such adjudicator in accordance with the procedure under
                the
                TeCSA Adjudication Rules 2002, version 2.0 or any amendment or
                modification thereof being in force at the date of such notice. The
                recommendation of the adjudicator shall be deemed to have been accepted
                in
                settlement of the dispute unless written notice to refer under
                sub-clause 18.3
                is
                served within one calendar month of the receipt of the adjudicators
                recommendation.

            


    

    


    
      	18.3  	
              Where
                CLPS or the Subcontractor is dissatisfied with any recommendation
                of an
                adjudicator appointed under sub-clause 18.2
                then either CLPS or the Subcontractor may within one calendar month
                of
                receipt of the adjudicator's recommendation refer the dispute to
                the
                jurisdiction of the court.

            


    

    


    
      	18.4  	
              This
                Agreement shall be deemed to have been made in England and the
                construction validity and performance of this Agreement shall be
                governed
                in all respects by English law. Subject to Sub-clauses
                18.1
                to 18.3,
                the parties agree to submit to the exclusive jurisdiction of the
                English
                court.

            


    

    


    
      	19.  	
              COUNTERPARTS

            


    

    


    This
      agreement may be executed in any number of counterparts and all of such
      counterparts taken together shall be deemed to constitute one and the same
      instrument.

    


    
      	20.  	
              THIRD
                PARTIES

            


    

    


    
      	20.1  	
              The
                parties to this Agreement do not intend that any of its terms will
                be
                enforceable by virtue of the Contracts (Rights of Third Parties)
                Act 1999
                by any person not a party to it.

            


    

    


    IN
      WITNESS thereof the parties hereto have executed this Agreement as a Deed under
      hand


    
      
        bir_corp\743963\1 

        27
          September 2004 roddicm

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXECUTED
      and
DELIVERED
      AS A
      DEED          )

    by
      CLP
      SERVICES
      LIMITED                               
)

    acting
      by      )

    


    Authorised
      Signatory:

    


    in
      the
      presence of:

    


    


    


    EXECUTED
      and
DELIVERED
      AS A
      DEED          )

    by
      CLP
      ENVIROGAS LIMITED  
)

    acting
      by     
)

    


    Authorised
      Signatory:

    


    in
      the
      presence of: