EXHIBIT 10.13
INSTALLATION AND FINISHING WORK AGREEMENT
FOR
THE WATER PALACE AT WEIFANG FUHUA AMUSEMENT PARK
Whereas, Weifang Fuhua Amusement Park Co., Ltd. ("Party A") shall invest
in the construction of Fuhua Water Palace; whereas, Party A, after consulting
with the Construction Contractor, has selected Construction Company No. 1 of
Weifang Changda Construction (Group) General Co. ("Party B") to be the
contractor for the installation and decoration and finishing project (the
"Project");
therefore, Party A and Party B, through mutual consultation, have agreed
upon the following terms and conditions:
ARTICLE 1. PROJECT CONTENT
1. The area of the Project is an estimated 20,000 square meters.
2. The Project shall include the following items: decoration and finishing
work, water and electrical utilities, air-conditioning, an indoor tropical
rain forest, rockery and waterfalls, renovation of a swimming pool, and
construction of an artificial xxxxx beach.
3. Type of contracting: General contracting, including labor and materials.
4. Grade of quality: Excellent.
ARTICLE 2. PROJECT COST
1. The estimated cost of the Project is RMB 19,500.000. The actual cost shall
be based on the final accounts.
2. Method of account settlement and pricing: Account settlement shall be
conducted in accordance with Shandong Province budget quotas for
construction, installation, decoration and finishing projects and in
accordance with the project price schedule for units in the metropolitan
area, and shall be calculated on the basis of the actual work amount and
relevant new provincial and municipal policy documents. Pricing shall be
based on the particular grade of Party B's project pricing license.
ARTICLE 3. PROJECT QUALITY
As an incentive to encourage Party B to deliver an excellent project, Party
A shall, in accordance with relevant rules and documents of the State,
grant to Party B a 3% or 5% bonus (the "Bonus") based on the total project
cost, if the Project shall be checked and accepted as excellent by the
quality inspection departments. The Bonus shall be included in the
settlement upon completion.
ARTICLE 4. PROJECT PROGRESS
1. Project deadlines: The Project shall begin on September 30, 2001 and shall
be completed by December 26, 2001.
2. Project Progress Schedule:
(1) The main part of the service building shall be completed by
September 26, 2001.
(2) Decoration and finishing work, water and electrical utilities,
central air conditioning, the indoor tropical rainforest, rockery
and waterfalls, swimming pool remodeling and the artificial xxxxx
beach shall begin at the end of September, 2001 and shall be
completed by December 15, 2001.
(3) Clean up upon Completion: From December 16, 2001 to December 26,
2001, Party B shall deliver part of the Project to Party A ahead of
the deadline.
ARTICLE 5. PROJECT FUNDING
1. For the purchase of necessary raw materials and equipment, Party A shall,
before the beginning of the Project, pay to Party B an amount equal to 10%
of the total cost of the Project as an advance payment, which shall
approximate RMB 1,950,000.
2. At the end of September, Party B shall start work on the installation of
utilities, central air conditioning and water supply and drainage works.
The total cost of this work is estimated to be RMB 7,000,000, which shall
be paid to Party B by September 30, 2001.
3. On October 10, Party B shall start work on the remodeling of the indoor
swimming pool, the tropical rainforest, the artificial xxxxx beach, the
rockery and waterfalls, the dance stage and the lighting system. The total
cost of this work is estimated to be RMB 5,500,000, which Party A shall
pay by October 5, 2001.
4. In December 2001, the overall Project shall be cleaned (including exterior
cleaning) and the equipment tested and adjusted. The cost of this work
will be approximately RMB 1,500,000 and shall be paid by Party A by
December 10, 2001.
5. Party B shall have completed construction, cleaning, acceptance, and
delivery of the Project by December 26, 2001. By this time Party A shall
have paid 85% of the total cost of the Project, approximately RMB
16,580,000. Party A shall then pay 5% of the cost of the Project by March
30, 2002. The balance of 10% shall be used as a reserve fund for
settlement of accounts and project warranty funds (2%). This balance shall
be paid in full within one year, namely by December 30, 2002.
ARTICLE 6. FORCE MAJEURE
1. Both Party A and Party B shall give priority to the quality of the
Project. Party B shall make every effort to ensure that the quality of the
Project is excellent. Party B shall not be responsible for any delay on
progress of the Project if the delay of the Project is caused by bad
weather, inexorable natural calamities, the cutting off of water supply,
power failure, failure by Party A to complete necessary governmental
procedures, intervention from
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governmental organizations such as urban development departments, or any
project delays caused by late delivery of designs by the designing
institution.
ARTICLE 7. RESPONSIBILITIES
1. Safety Responsibilities: Party B shall be responsible for on-site safety.
Party B shall be responsible for any loss due to accident during the
Project. All on-site managerial staff representing Party A shall abide by
safety regulations under the management policies formulated by Party B.
Absolutely no sightseers shall be allowed to enter the amusement park.
Should a sightseer enter the construction site and be injured, Party B
shall be fully responsible for the injury and shall provide compensation.
2. Party B shall be fully responsible for fire prevention at the construction
site and shall provide all appropriate fire-fighting equipment. Party B
shall be responsible for any fire due to construction-related causes, and
Party A shall provide assistance. Party B shall bear responsibility for
resulting losses.
ARTICLE 8. BREACH OF CONTRACT
This agreement establishes the following provisions for claims and disputes:
1. If Party A fails to follow the funds disbursement schedule hereunder and
make project payments to Party B with the result that Party B suffers
downtime and financial loss, Party A shall bear full responsibility and
shall pay to Party B a penalty of 0.02% of the total construction cost for
each day of delay.
2. If Party B intentionally delays project progress and causes a delay of the
overall Project, thus resulting in a delay of the opening of the Water
Palace, Party B shall be held liable for any financial loss caused by this
delay. Party B shall pay Party A a fee in the amount of 0.02% of the total
project cost for each day of delay.
ARTICLE 9. WARRANTY
1. Party A and Party B shall sign and abide by an agreement entitled "Project
Quality Warranty" before the construction's completion.
ARTICLE 10. SETTLEMENT AND BONUS
1. The project settlement shall be conducted according to provincial budget
quotas for construction, installation and decoration projects and the
material price schedule for the metropolitan area. Price of labor shall
comply with the floating labor prices in Memorandum Lu Xxxx Xxxx Zi (2000)
No. 14 and shall be based on the particular grade of the contractor's fee
license.
2. Bonus for high quality project: In order to encourage the contractor to
make its best efforts to achieve excellent quality, the contract-letting
party shall grant a bonus to Party B after the delivery of a excellent
project in accordance with relevant regulations issued by the competent
municipal construction departments.
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ARTICLE 11. COPIES OF THE AGREEMENT
1. This Contract shall be in four official copies, which shall be identical
to one another, with each of Parties A and B holding two copies. This
Contract shall enter into effect upon signature and seal by the both Party
A and Party B.
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PARTY A PARTY B
Official Seal of Official Seal of
Weifang Fuhua Amusement Park Construction Company No. 1 of
Co., Ltd. Weifang Changda Construction
(Group) General Co.
Personal Signature of Personal Signature of
Xxxxxxxxx Xx (Illegible)
Personal Seal of Personal Signature of
Xxxxxxx Xxxxx Xxxx Xxx
Date: March 16, 2001
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