Construction Contract (Turbine Manufacturing Facilities) Owner: Wuhan Generating Equipment Co., Ltd. Contractor: Hubei Gongchuang Real Estate Co., Ltd.
Exhibit
10.1
Owner:
Wuhan
Generating Equipment Co., Ltd.
Contractor:
Hubei
Gongchuang Real Estate Co., Ltd.
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1
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1.1
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Project
Name
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1
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1.2
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Project
Location
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1
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1.3
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Project
Summary
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1
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Chapter
2
Contracting Scope and Mode
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1
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2.1
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Scope
of the Project
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1
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2.2
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Contracting
Mode
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1
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Chapter
3
Construction Cost
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2
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3.1
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Basis
of Construction Cost
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2
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3.2
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Construction
Cost
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2
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Chapter
4
Installment Payments
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3
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4.1
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Installment
Payments
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3
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4.2
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Party
B’s Obligations Regarding Installment Payments
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3
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Chapter
5 Time Schedule
for Project
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4
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5.1
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Time
Limit for Project
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4
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5.2
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Timetable
for Project
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4
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5.3
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Completion
Date Control
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4
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Chapter
6
Quality Management
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5
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6.1
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Engineering
Quality
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5
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6.2
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Engineering
Acceptance
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5
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6.3
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Other
Quality Issues
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6
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Chapter
7
Site Management
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6
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7.1
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Management
Responsibilities of Both Parties
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6
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7.2
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Management
Responsibilities of Party B
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6
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Chapter
8
Materials
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7
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8.1
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Materials
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8.2
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Material
Supplied by Party A
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7
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Chapter
9
Design Change
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7
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9.1
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Design
Change
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7
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9.2
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Change
to Cost and Time Limit
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8
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Chapter
10 Party A’s Site
Representative and Duties
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8
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10.1
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Party
A’s Site Representative
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8
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10.2
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Party
A’s Duties
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8
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Chapter
11 Supervision
Party’s
Site Representative and Duties
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9
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11.1
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Supervision
Party’s Site Representative
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9
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11.2
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The
Chief Supervisor’s Duties
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9
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Chapter
12 Party B’s Site
Representative and Duties
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11
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12.1
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Party
B’s Site Representative
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11
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12.2
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Party
B’s Duties
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11
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Chapter
13 Completion,
Acceptance, and Transfer
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13
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13.1
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Completion
Acceptance Reference
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13
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13.2
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Completion
Acceptance Procedure
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13
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Chapter
14 Final Settlement
and
Dispute Resolution
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13
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14.1
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Settlement
Price
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13
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14.2
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Dispute
Resolution
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14
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Chapter
15 Warranty
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14
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15.1
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Warranty
Scope and Content
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14
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15.2
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Warranty
Period
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14
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15.3
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Warranty
Responsibility
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15
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15.4
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Warranty
Retainer Payment
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15
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15.5
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Warranty
Breach
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15
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Chapter
16 Insurance
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15
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16.1
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Party
A’s Insurance
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15
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16.2
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Party
B’s Insurance
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16
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Chapter
17 Execution,
Discharge,
and Termination
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16
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17.1
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Execution
and Discharge
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16
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17.2
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Termination
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16
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16
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18.1
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Miscellaneous
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ii
THIS
CONTRACT FOR CONSTRUCTION (the “Contract”) is entered into by and between WUHAN
GENERATING EQUIPMENT CO., LTD. (“Party A”) and HUBEI GONGCHUANG REAL ESTATE CO.,
LTD. (“Party B”), pursuant to the relevant rules and regulations of The People’s
Republic of China’s Laws on Contracts and Construction, Hubei Province’s
Regulations on Construction, and the specific terms as set forth in this
Contract. Party A and Party B are referred to herein collectively as the
“Parties” and individually as a “Party.” Both Parties have reached an agreement
on the project based on the principles of trust and integrity and enter into
this Contract on an equal, voluntary, and fair basis.
Chapter
1
| 1.1 |
The
project shall be named the Workshop of Wuhan Generating Equipment Co.,
Ltd.
| 1.2 |
The
project shall be located in Canglong Island, Science & Technology Park,
Jiangxia District, Wuhan.
| 1.3 |
The
summary of the project is as follows:
1. The
construction area of the project shall be 19,872 square meters.
2. The
structure shall have a maximum span of 24 meters, 160t crane, single-story
bent
frame.
3. The
project shall consist of one story.
4. The
building height shall be 26.7 meters.
Chapter
2
The
scope
of the project shall include the steel structure, decoration, and all the
other
projects (except for the fire retardant paint, equipment installation, indoor
terrace, and electrical installation, which will be directly subcontracted
by
Party A) within the scope of the construction drawings approved by the Parties,
the Design Institute affiliated with Wuhan Science & Technology University,
and the Wuhan Drawing Review & Approval Office.
| 2.2 |
1. Party
B
shall carry out the project contracting and arrange construction and
installation of the project in accordance with the construction drawings.
Neither Party shall subcontract the project, except as provided in this
Contract. The professional engineering, which must be subcontracted, shall
be
approved in writing by Party A.
2. The
color
and type of tile, roof boarding, and peripheral maintenance panel of the
project
shall match those from the Phase I construction.
3. The
Parties agree that Wuhan Yiye Steel Structure Co., Ltd. shall be responsible
for
the processing and field installation of the steel structure.
Chapter
3
The
Parties shall use the following documents
to determine the construction cost:
1. Construction
Engineering Consumption Quote and Uniform Base Price List of Hubei
Province
issued
in 2003 for the steel structure engineering.
2. Decoration
Engineering Consumption Quote and Uniform Base Price List of Hubei
Province
issued
in 2003 for the decoration engineering.
3. The
Hubei
Construction [2003] No. 44 document for the expense quote.
1. For
the
project, the total cost is calculated based on the category-III engineering
quote. The final settlement price of the account will be this total cost
less
5.5%.
2. For
the
price adjustment of materials, the price of all the materials (including
the
main materials for the installation engineering), except the general auxiliary
material such as sand and stone which is subject to the quote price, shall
be
fixed upon the negotiation of both Parties as per the price difference between
the budget price of Construction
Engineering Consumption Quote and
Uniform
Base Price List of Hubei Province (2003) and
that
of Material
Price Information
of Wuhan
Quote Management Station for the same period. The above price difference
is only
for the calculation of the pre-tax construction price. However, it shall
not be
charged as cost.
3. Party
A
will not charge any other fees except the labor cost and storage charge.
The
calculation formula for the labor cost and storage charge is as follows:
the
construction price of the materials supplied by Party A x 1.0%. The materials
supplied by Party A are not part of the project completion settlement or
a
service fee and the settlement shall not be reduced by this amount. Party
A
shall not be liable for any other materials.
4. Engineering
workload shall be calculated based on the actual cost. The design change
and
on-site certification during the project can be included in the project
accounting only after they are approved and signed by Party A and its
supervisor. The on-site certification shall not be included in the project
accounting, unless the on-site certification satisfies the following conditions:
description of project property, scope, scheme, measure, clarification of
engineering workload, material specification, model, and brand.
2
5. The
estimated price of the project shall be Eight Hundred Renminbi (RMB 800)
per
square meter as per the area specified in the construction drawings, and
this
price shall be deemed the basis for the construction progress payment and
not
for the settlement of construction cost.
Chapter
4
1. Party
A
shall pay Forty Million Renminbi (RMB 40,000,000) as a construction cost
within
the first two (2) months of the execution of this Contract. Thereafter, Party
A
shall make payments based on the progress of the project.
2. After
Party B has constructed, delivered, and installed the steel columns and
crossbeams, Party A shall pay the progress payment difference (based on the
RMB
40,000,000 specified in Section
4.1)
for
this portion of the project.
3. Party
A’s
payment shall be no less than 80% of the total contract price (including
the
payment set forth in Sections
4.1 and 4.2)
after
the completion, examination, and acceptance of the project.
4. After
a
complete accounting of subcontracting projects, Party A shall pay 85% of
the
settlement amount (including the payment set forth in Sections
4.1- 4.3).
5. After
the
project is registered for record, the project material is transferred to
the
archives, and the complete set of completion data and drawings is transferred
to
Party A, Party A shall pay 10% of the total contract price. After the final
accounting, Party A agrees to pay Party B the construction cost, however,
the
accumulated payment for the construction cost (including payments set forth
in
Sections
4.1- 4.4)
shall
be no more than 95% of the project settlement payment, and the remaining
5% of
the project settlement payment shall be retained as a warranty.
6. Party
A
shall timely make the installment payments in accordance with Section
4.1.
If an
installment payment cannot be paid in time for any reason, Party A shall
pay as
an overdue fine the current bank deposit interest rate for that
period.
1. Party
B
shall provide the visual progress description of the completed engineering
workload to the supervisor and Party A’s representative.
2. Party
B
shall prepare the progress budget report and the application form for
installment payment as per the confirmed visual progress description and
submit
them to the supervisor and on-site project department of Party A for review.
The
Finance Department of Party A shall perform the final review and approval
and
pay the installment payment of this portion to Party B.
3. The
installment payment for engineering progress shall depend on the quality
of work
performed by Party B. If the engineering quality does not meet the inspection
and acceptance requirements, Party A has the right to charge the penalty
to
Party B and temporarily stop making payment for this portion of the
project.
3
Chapter
5
1. The
construction of the steel structure for the project shall commence on the
date
of execution of this Contract.
2. A
condition of this Contract is that the steel columns must be hoisted on site
by
March 28, 2007.
3. Total
construction period for the project is ninety-eight (98) calendar days. The
total construction period shall remain fixed. However, if the project cannot
be
completed within this period, it may be delayed, but not for more than thirty
(30) days.
4. Both
Party A and Party B have already taken into account such factors as seasonal
rain, high wind, high-temperature weather, water, stops in the power supply,
festivals, and holidays in deciding the time limit for the project and the
working content to be subcontracted by Party A to meet this time
limit.
1. Within
the first week after Party B enters the worksite, Party B shall report and
submit the monthly progress plan and key benchmarks of the project to Party
A.
The supervision company and Party A shall review and approve such reports
and
plans.
2. Prior
to
April 10, 2007, Party
B
shall complete the
installation of steel columns and supports thereof.
3. Prior
to
May 10, 2007, Party B shall complete the installation of the colored steel
plate, workshop gate, and plastic-steel window.
4. Prior
to
July 6, 2007, Party B shall complete all contents described in the construction
drawings. Party A shall organize the examination and acceptance of the project,
and Party B shall withdraw from the worksite.
1. The
completion date refers to the date on which all the contracted projects and
items agreed in this Contract have been completed and passed the examination
and
acceptance organized by Party A. Upon the examination organized by Party
A, if
any part of the project or any subcontracted project is unfinished or fails
to
meet qualifications, the time limit shall be delayed.
2. If
the
completion date or control date is delayed due to a force majeure, the time
limit for the project shall be delayed after approval by Party A. Party A
shall
be responsible for the construction downtime fee.
3. If
Party
B fails to implement the timetable due to double time periods, Party B shall
leave the worksite within one (1) week. Party A is entitled to terminate
Party
B, and Party A shall not make final settlement of the account as per the
actual
engineering workload until the project is completed. Party B shall pay Party
A
10% of the total cost of the project as the penalty for breach of contract.
However, this penalty shall not apply if the breach is attributable to Party
A.
4
Chapter
6
The
project construction and acceptance shall be carried out as per the construction
drawings, design change, specification, acceptance criteria, the relevant
local
regulations, and Party A’s requirements. All portions and subdivisions of the
project shall meet the conformity standards. The completed project in its
entirety shall meet the conformity standards.
1. Party
B
shall assign enough qualified managing staff to the site, establish a quality
and progress assurance system, and make any necessary corrections and
adjustments as instructed by Party A and the supervision party.
2. Party
B
shall carry out the construction as per the related codes and design
requirements and instructions from Party A and the supervision party, allow
inspection at any time, and make any necessary corrections and adjustments
as
per the inspection result. Within a reasonable time before the inspection,
Party
B shall provide to Party A and the supervision party the technical data related
to the engineering quality.
3. If
portions or subdivisions of the project require subsurface work and such
units
meet the requirements of Party B, Party B shall inform Party A and the
supervision party within twenty-four (24) hours prior to their examination
and
acceptance and provide the related compliance data. Party B can place the
units
beneath the surface only after receiving written approval from Party A and
the
supervision party. During the process of placing the units beneath the surface,
any modification by Party B to the portion which has passed the inspection
shall be reinspected for acceptance. For the inspection and acceptance of
these
subsurface projects (foundation acceptance and structure acceptance), the
quality supervision station and design unit shall be informed in advance
to join
the inspection and acceptance. If the subsurface work is not inspected in
accordance with the above procedures, Party B shall assume all responsibilities
and losses incurred hereof.
4. The
inspection and acceptance must be carried out as per the Detailed
Rules and Regulations of Acceptance for Partitioned Projects and Subdivisional
Works
after
the construction is completed. Party B shall have the as-built drawing placing
the project beneath the surface as per Party A’s requirement.
5. If
Party
A has any doubts on the construction quality and requests Party B to reassess
the construction quality, Party B shall cooperate with Party A. If it is
acceptable after the reassessment, the repairing and inspection fee will
be
borne by Party A and the time limit for the project will be delayed accordingly.
If it is not acceptable after the reassessment, the rectification, repairing,
and inspection fee shall be borne by Party B and the time limit for the project
shall not be delayed.
6. Party
B
shall submit the construction scheme regarding main processes, and the
construction template to the supervision party and Party A for approval.
Party B
can carry out the large-area construction as per the template after the template
is approved by Party A.
5
Party
B
shall understand and account for the surrounding environment, traffic road,
field geologic information of the worksite, contracting scope, construction
drawings, and construction organization design before executing this Contract.
Additionally, Party B also shall account for such factors as construction
technique measure, safety maintenance, civilization site construction, and
other
similar factors.
Chapter
7
1. In
the
project, the construction site is in the red line in the general plan. The
construction unit shall provide the construction organization design before
beginning the project, and the construction unit shall execute the construction
organization design upon the approval of Party A’s site representative. The
construction plan layout shall be considered the complete and entire agreement
of the plan, and the construction can be carried out only after Party A and
the
supervision party review and provide their written approval. Party B shall
be
responsible for the removal and movement expense of any temporary facilities
required by the construction. The site drainage and sewage can be drained
in the
municipal drainage network after they are treated in the settling tank and
septic tank made by Party B. Otherwise, Party B will bear the penalty from
the
municipal department.
2. Party
A
will carry out random inspections periodically. If Party A finds an issue,
Party
B shall make the necessary corrections within twenty-four (24) hours after
receiving the notice. Party B will be liable for any stop loss.
1. Party
B
shall abide by all applicable codes and regulations of safety construction
and
civilization construction issued by the national and local governments and
the
management regulation of field civilization construction from Party
A.
2. Party
B
shall prepare a complete safeguard measure before carrying out construction
under any dangerous circumstances. During the construction process, Party
B
shall be responsible for any quality issues, safety accidents, and other
results
from Party B’s actions.
3. Party
B
shall install the water meter and ammeter for water and power use, which
shall
occur after inspection and approval by Party A. Both Parties shall record
the
reference reading together. Party A is responsible for providing the water
source and power distribution box. Party B is responsible for meter connection
and laying the lines and pipes for water and power use. Both Party A and
Party B
will record the reading of the water meter and ammeter together at the end
of
every month. Party A will calculate the water rate and power rate according
to
the reading and deduct the corresponding expense from the installment
payment.
6
Chapter
8
| 8.1 |
1. Party
B
shall provide to Party A the manufacturer plans, the qualification certificate
of the materials, and a sample of the materials to be used.
2. The
materials must meet the design requirements, acceptance criteria, and related
government regulations. Party B shall send samples to the inspection department.
The delivery and sampling of the materials must be supervised on site by
Party A
and the supervision party, and the materials can be used only after their
inspection.
1. For
materials supplied by Party A, Party B shall provide the details of when
the
materials should be delivered to the site.
2. For
the
materials supplied by Party A and already delivered to the site, Party B
shall
carry out their inspection and acceptance with the supervision party, Party
A’s
site representative, and the supplier. If the materials do not meet the design
requirements and quality specified in the supply contract signed by both
Parties, Party B has the right to reject the materials.
Chapter
9
| 9.1 |
1. Party
B
may not modify or change the original design. If the original design must
be
modified or changed due an unforeseen circumstance, it must be approved by
Party
A in writing and Party A will release it to Party B for Party B’s
execution.
2. Party
A
has the right to change the design drawing and Party B shall carry out the
construction per the design change. The additional engineering cost for any
design change shall be determined pursuant to Chapter
3.
The
design change must be approved and signed by Party A’s project department.
Party B will then carry out the construction as per the drawing.
3. The
design change and the corresponding drawing and instruction shall be reviewed
by
the original design unit.
4. Upon
the
written approval of Party A, the new technique, new technology, or new material
proposed by Party B shall be adopted. Any increase in the time limit that
results from such change can be used by the Parties to negotiate an adjustment
in the time limit for the project.
5. If
Party
A makes any design change to the original design, Party A must inform Party
B
three (3) days prior to the construction and provide notice of the written
change or modification to Party B. Party B will then carry out the construction
according to the notice.
6. If
the
design unit makes the design change and the design change relates to the
construction scale increment or decrement or function change, these design
changes must be reviewed and approved by Party A and the approval unit. Party
B
shall then be responsible for executing the change.
7
7. If
the
design change relates to any technique regarding the materials or equipment,
Party B will carry out the design change after it is approved in writing
by
Party A. Party B has the right to refuse to start the construction if there
is
no such procedure or the procedure is not complete.
1. Party
A
shall be responsible for any increase in cost as a result of any design change.
Party B shall return to Party A any overpayment if the cost decreases. Any
resulting time limit change can be used as evidence to convince Party A to
delay
the time limit for the project.
2. If
Party
B finds a mistake or an unreasonable area in the design, Party B shall inform
Party A and the design unit in writing within twenty-four (24) hours. The
design
unit (or Party A) will provide the design change document, and the design
change
shall be carried out after Party A signs it. Party A will be responsible
for all
resulting costs and any delay to the time schedule.
3. Party
B
will bear the resulting cost from the design change if it is due to construction
quality or improper construction arrangement caused by Party B, and the time
limit for the project shall not be delayed.
4. Party
B
shall prepare the construction drawings and be responsible for any design
quality issues.
Chapter
10
Party
A’s Site Representative and Duties
| 10.1 |
Party
A’s Site Representative
|
1. Party
A’s
site representative is ______________, who will represent Party A with routine
management of the project. Party A’s instructions will be valid after the
representative signs it, and such written instructions will be submitted
to
Party B’s representative.
2. Water,
power, and gas supplies outside the red line shall be completed before
construction so as to provide water and power to the red line, and the supply
amount shall be sufficient to meet the needs of normal construction. After
Party
B enters the worksite, Party B shall carry out municipal utilities such as
road,
pipeline, greening and road lamp, and other similar utilities surrounding
the
construction site. Party B shall provide to Party A a written record and
photographs of the worksite as evidence of such utilities.
| 10.2 |
1. Party
A
shall provide Party B the engineering geological data and the underground
pipeline data regarding the construction site. Party B shall explore the
site in
more detail as necessary.
2. Party
A
shall provide to Party B six (6) sets of construction blueprints before
construction (two sets of blueprints are used for completion). Party B shall
keep the documentation properly. Party B shall pay all costs if more
construction drawings are needed due to special circumstances.
8
3. Party
A
shall provide the supplementary construction drawings and data as needed
by
Party B under the condition that the project’s progress is not affected.
4. Party
A
shall organize all the participants, including Party B, design units,
supervision units, and all the subcontractors, to participate in the joint
review of the blueprints within seven (7) days from the date that the blueprints
are delivered to Party B.
5. Party
A
shall submit the benchmark report and coordinate control point to Party B
before
construction and perform the field commissioning. Party B is responsible
for
protecting the benchmark and coordinating the control point after the project
is
completed. Party B may bear the re-measuring and setting-out cost caused
by any
damage or any other resulting loss.
6. Party
A
may check the quality and progress of the project. Party A is responsible
for
handling the design drawing issue, certification, paying the installment
payments, reviewing the completion settlement data, and other similar tasks.
7. Party
A
may check the construction site layout and make changes to the design
drawing.
8. Party
A
has the right to compel Party B to stop construction temporarily if Party
B does
not carry out the construction and organization as per the Contract
requirements. After Party B makes the necessary rectifications, construction
shall resume after Party A accepts and approves in writing the restarting.
Party B will bear any resulting loss.
9. As
per
the regulation and safety considerations, Party A can delegate to other units
to
carry out the construction if Party B fails to begin construction within
the
specified time. The resulting cost will be deducted from Party B at twice
the
actual cost.
10. Party
A
will organize the inspection and evaluation of the quality and progress of
the
project and the safety and civilization construction for all construction
units
on the site every month, and Party B shall correct any problems found in
the
inspections.
Chapter
11
Party
A
entrusts ___________________ to supervise the project as per the national
regulation. The Chief Supervisor is _______________. Party B shall be supervised
and managed by the Chief Supervisor and his supervision party.
The
Chief
Supervisor’s duties include the following:
1. Review
and check the preparation work for the construction of every project to be
completed by Party B.
2. Participate
in the joint drawing, prepare the joint minutes, and issue them to all units
participating in the conference. Review Party B’s questions and reconfirm after
receiving Party A’s written approval.
9
3. Review
the construction design and construction scheme prepared by Party B. Supervise
and check the execution of the project.
4. Ensure
Party B establishes and perfects the construction management system and quality
assurance system.
5. Check
the
control axis and elevation of the building. Randomly check and double check
the
construction axis and descending.
6. Check
if
Party B executed the construction as per the Contract, national technical
specification, standard and building regulation in Wuhan, and the requirements
of construction drawings. Check the construction quality of subsurface work
at
every position and as it fits in the construction process. Review the contents
of the engineering verification.
7. Check
the
factory conformity certificate and quality assurance certificate of the
materials and equipment. Randomly inspect and double check the materials
and
equipment as needed throughout the construction process and instruct Party
B to
check the materials and equipment to prevent the non-conforming materials
or
equipment from being used in the project.
8. Supervise
and randomly inspect the routine test for construction material conducted
by
Party B (for example, welding connector of reinforcement bar, cement in the
sand
rock material, stability of cement and testing piece fabrication, etc.) and
retain duplicates of the test results.
9. Request
Party B to timely perform other necessary corrections during the construction
process. If the corrections are not satisfactory or there is big construction
quality issue, the supervisor has the right to issue a written rectification
notice of construction quality to Party B or request Party B to stop
construction and perform the rectification directly. A shutdown notice must
be
approved by Party A before it is issued to Party B.
10. Organize
the initial test according to the inspection application report for every
phase,
every position, every link, and every portion of the project and subdivisional
work in this Contract and sign the inspection acceptance report.
11. Review
and sign the payment document of installment payment to Party B after verifying
the construction quality and quantity of completed parts according to the
payment provision specified in this Contract to ensure that every installment
payment paid by Party A is fair and reasonable.
12. Supervise
and check the general construction progress schedule and sub progress schedule
prepared by Party B as well as the fulfillment of such schedules. Check and
sign
the weekly, monthly, and quarterly reports provided by Party B. Timely analyze
the reasons for any inconsistency between the actual progress and the schedule
due to any defect caused by Party B, and request Party B to take appropriate
measures to ensure that the construction progress can meet the schedule.
In such
instances, the general time limit for the project shall not change. Organize
Party B to correct the original schedule when the progress does not meet
the
original schedule for force majeure reasons and report it to Party A for
approval. After approval, check the execution as per the corrected construction
progress schedule.
13. Check
the
safety production and safety measures.
14. Organize
various regular engineering meetings related to engineering and coordinate
the
relationship among all Parties in the project.
10
15. Provide
a
reasonable opinion to Party A regarding issues such as engineering quality,
progress, cost, safety production, civilization construction, and other similar
issues and handle all engineering quality issues as they occur.
Chapter
12
Party
B’s
Site Representative
and
Duties
| 12.1 |
Party
B’s Site Representative
|
Party
B’s
site representative shall be ________________, who will represent Party B
in the
project management, construction progress, and quality control, and carry
out
the instructions from Party A and the supervision party.
| 12.2 |
1. Party
B
must carry out the construction organization as per this Contract and the
bidding document. The project manager and managing staff from Party B must
be on
full-time duty during the construction progress and manage the subdivisional
work under his/her assignment (including preparation and ending phase). These
staffs shall not be assigned to any another project. Any changes to the staff
arrangement, mechanical equipment, construction scheme, or the like must
be
reported to Party A one (1) week prior to the change and executed only upon
Party A’s approval. If Party B’s site representative is replaced during the
project, the new representative must be approved by Party A in writing and
must
undertake all responsibilities of his predecessor. Party B violates this
Contract if Party B does not comply with this term. Ten Thousand (10,000)
Yuan
will be deducted from the installment payment as indemnity for each
violation.
2. Party
B’s
site managing staff shall have an on-duty certificate. The on-duty certificate
shall be checked and approved by Party A and the supervision party.
3. Party
B’s
request and notice shall be signed by Party B’s project manager in writing and
submitted to Party A with official seal.
4. Party
B’s
project manager, technical director of the project, and installation director
of
steel structure must participate in the weekly engineering meeting.
5. Party
B’s
technical director and main managing staff in the project shall have more
than
five (5) years experience in the professional construction industry. Other
technicians shall have more than three (3) years in the professional
construction experience.
6. Party
A
will confirm if a staff member cannot meet the requirements including: the
constructor who has the responsibility for inconformity with the requirements
under this Contract in terms of the construction progress and quality of
subdivisional work, constructor not familiar with this profession work, or
the
irresponsible constructor. Party B shall replace them if any such instances
occur.
7. Party
B
shall fulfill its rights and responsibilities under this Contract and complete
the construction of the project within the time limit and quality requirements
of this Contract.
8. Party
B
shall abide by the related laws and regulations and any instructions from
Party
A and supervision party. Party B shall perform according to the construction
drawings, design change notice, joint drawing checkup minutes, and construction
specification and acceptance criteria.
11
9. No
equipment, material, or staff not related to the project shall enter the
construction site.
10. Party
B
shall provide the on-duty certificate for its staff, the conformity certificate
of the equipment, the annual inspection certificate, and the labor contract
for
technical managing staff above ▇▇▇▇▇▇▇ level (including ▇▇▇▇▇▇▇ level) to
the
supervision party and Party A before beginning the project.
11. Party
B
shall submit the detailed construction organization design to the supervision
party and Party A within five (5) days after receiving the construction drawing
of each phase provided by Party A and carry out the construction according
to
the construction organization design approved by supervision party and Party
A.
12. Party
B
shall conform its performance to the construction drawings, joint drawing
checkup minutes, design modification, any change notice, and the current
national acceptance criteria.
13. Party
B
shall maintain the construction record and the subsurface work record and
compile this construction data in the commissioning document to be transferred
to Party A.
14. If
the
drawing and data provided by Party A is not complete or Party B finds that
the
drawings conflict, Party B shall provide within seven (7) days after Party
B
receives the construction drawings from Party A an updated time schedule
allowing Party A to supplement the drawings and data. In this time schedule,
Party B shall list the category of drawings, data, and deadline that Party
A
shall provide the supplementary drawing and data to Party B under the condition
that the project progress is not affected. During the project progress, if
Party
B cannot meet the above requirements and causes project delay, all resulting
losses from the delay will be charged to Party B.
15. Party
B
shall provide to Party A the construction plan for the next month and monthly
report of completed engineering in a written report within four (4) days
after
the 25th
of every
month. The construction plan for the next month must be described in detail
and
it must include the labor arrangement, source for any increase in labor,
engineering amount, etc.
16. Provide
the cooperation and management for engineering subcontracted by Party A
(including third-party construction contracts) according to the agreed content
in the contract stipulation and provide general construction coordination
and
cooperation for engineering subcontracted by Party A. Participate in the
subdivisional work acceptance and completion acceptance for engineering
subcontracted by Party A and third-party construction contracts.
17. Party
B
shall be responsible for protecting the finished product and partially finished
product before the project is transferred to Party A. Party B will bear the
cost
to repair the finished product and partially finished product if they are
damaged while under the protection of Party B. Party A will bear the repairing
fee if the damage is caused by Party A.
18. Party
B
shall clean the site and equipment, and remove any trash within twenty (20)
days
after completing the project. Party B shall restore any damage to the municipal
utilities. If Party B is not able to restore these within the specified time,
Party A will do so and Party B will be charged this cost.
19. If
Party
B fails to complete the tasks as required under this Contract, then Party
A may
make arrangements with another. The resulting cost will be deducted from
the
installment payment owed to Party B.
12
Chapter
13
Party
B
shall provide to Party A the main codes used for the construction drawings.
The
following references shall be used by Party A to determine whether to accept
the
completed project:
-
Load
code for the design of building structures (GB50009-2001)
-
Foundation design code of building foundation (GB5007-2002)
-
Design
code of steel structure (GB50017-2003)
-
Technical specification for steel structure of portal frame light house (CECS
102:2002)
-
Design
code of concrete structure (GB50010-2002)
-
Technical specification for building pile foundation (JGJ94-94)
-
Construction quality acceptance code for steel structure of building
(GB50205-2001)
-
Technical specification for steel structure welding of building
(JGJ81-2002)
-
Technical specification for cold-rolled thin-wall steel structure
(GB50018-2002)
-
Other
current national related codes and acceptance criteria
1. After
Party B submits the completed project for examination and acceptance, Party
B
shall provide complete data and the completion acceptance application to
the
supervision party fifteen (15) days prior to the preliminary acceptance.
The
supervision party shall organize the preliminary acceptance immediately after
receiving the application. The supervision party shall perform the preliminary
acceptance for the project.
2. For
engineering completion acceptance, Party A is responsible for inviting on
site
the design institute, exploration institute, and other relevant government
departments to participate in the examination and acceptance of the completed
project. The engineering quality must meet the quality standard.
3. Twenty
(20) days after acceptance, Party B shall provide two (2) complete sets of
completion drawings. The completion drawings must accurately reflect the
actual
construction condition and be signed and approved by Party A’s site managing
staff and the supervision party with official seal. Party B shall also provide
the complete engineering data, including the engineering guarantee material,
design change, all approval signatures, and related data.
4. The
project must be completed and meet the acceptance criteria before July 6,
2007,
and Party B must leave the construction site and remove any trash and material
on the construction site. If the site clearing or site exiting is not carried
out in time, 1% of the total construction price per day shall be deducted
from
the payment owed to Party B. In no case shall the deduction rate exceed
5%.
Chapter
14
| 14.1 |
The
final
settlement shall be based on the following:
13
1. Party
B
shall submit the complete final accounting report and complete final accounting
materials to Party A’s project department after the project is accepted. Both
Parties shall finish reviewing the settlement within fifty (50) days after
Party
A receives the final accounting materials. The settlement installment payment
shall be based on the final accounting report and accounting materials upon
the
mutual agreement of both Parties.
2. The
settlement amount submitted to Party A shall not exceed 20% of the settlement
amount as determined by both Parties. Otherwise, Party B shall be responsible
for the cost of the price determination and this cost shall be deducted from
the
installment payment.
3. The
design change and site approval signature in the completion settlement data
shall be compiled in time sequence number. Party A’s written approval shall be
used at the settlement to evidence this change.
4. The
auxiliary materials, labor cost, and machinery shall cost as quoted. No
adjustments shall be made to this quote.
5. The
engineering settlement price shall be 5.5% less than the category III
engineering in the national [2003] No. 44 document.
| 14.2 |
Any
dispute on the installment payments or total payment shall be resolved through
amicable negotiation by both Parties. If both Parties still cannot reach
an
agreement, both Parties shall use a qualified auditing agency approved by
the
court to audit and determine the related construction price, and this conclusion
shall be used to determine the amount Party A shall pay to Party B.
Chapter
15
The
warranty scope of the project includes the mainframe of the steel structure
and
the roof waterproof project.
| 15.2 |
The
warranty period shall start from the day when the project is completed,
delivered, and accepted upon examination. Within the warranty period, if
a
problem covered by the warranty arises due to an engineering quality issue
attributable to Party B, the warranty period shall start from the date of
repair
completion by Party B. The warranty period shall be delayed accordingly.
For the
foundation engineering of house, building foundation, and the mainframe of
the
steel structure, the warranty period shall be the reasonable period of service
applicable to this type of project under the national regulation. For the
decoration engineering, the warranty period is two (2) years. For waterproof
engineering, the warranty period is five (5) years.
14
| 15.3 |
1. For
items
in the warranty scope, Party B shall arrive at the site to repair the problem
and assure the quality of the repair after it receives notice from Party
A. In
emergency conditions, Party A can take the proper emergency measure before
Party
B’s staff arrives at the site and Party B will be charged the resulting
cost.
2. If
the
building is destroyed, personnel are injured, or property is damaged because
Party B does not fulfill the warranty obligation in time, Party B shall be
liable for any compensation.
3. Party
A
shall provide any necessary assistance to Party B during the maintenance
process.
4. Party
B
is responsible for the quality of the warranty service. After warranty service
is finished, it shall be accepted and signed by Party A’s representative. Party
B shall ensure that a similar problem will not appear within six (6) months
after the warranty service. Otherwise, Party B shall perform the maintenance
even if the warranty period expires.
1. 5%
of the
settlement price from Party B is reserved as the project warranty retainer
payment.
2. Upon
the
approval and signature of Party A, 50% of the warranty retainer payment shall
be
paid one (1) year after the inspection and acceptance. The remaining balance
of
this retainer shall be paid two (2) years after the inspection and
acceptance.
3. The
return of the warranty retainer payment to Party B does not eliminate Party
B’s
warranty responsibility within the warranty period.
| 15.5 |
1. Party
A
will notify Party B according to the notification method in the warranty
agreement from Party B if there is an engineering quality issue. Party A
has the right to use the services of another if Party B does not answer or
does
not send a service person to make the repair after Party B has been notified.
2. Party
B
will bear 100% of the resulting cost if Party A uses another to make the
repair.
This cost shall be deducted from the warranty retainer payment.
Chapter
16
| 16.1 |
Party
A
is responsible for life and property insurance for Party A’s staff at the
construction site and any corresponding expenses.
15
| 16.2 |
Party
B
is responsible for life and property insurance for Party B’s staff and various
site utilities and facilities as well as material insurance at the construction
site and any corresponding expenses. Party B shall undertake all economic
and
legal responsibilities for its staff and any related loss attributable to
Party
B.
Chapter
17
Execution,
Discharge, and Termination
1. This
Contract shall be effective after the legal representative or authorized
agent
from Party A and Party B sign this Contract and stamp it with its corporate
seal. The Contract shall continue through delivery, examination, acceptance,
and
final settlement of the project. After Party B solves all warranty problems
and
when the warranty period expires, this Contract shall terminate.
2. If
the
project is abolished, stopped, or suspended due to state policy change, a
force
majeure, or a cause not attributable to either Party A or Party B, this Contract
is not enforceable and both Parties shall agree to abolish, stop, or suspend,
or
otherwise terminate this Contract.
| 17.2 |
The
opposite Party shall have the right to terminate this Contract in the following
events:
1. One
Party
clearly conveys that it will not fulfill the main obligation before the
fulfillment period expires.
2. One
Party
delays to fulfill the main obligation and still does not fulfill the obligation
within thirty (30) days after notice.
3. One
Party
forfeits the ability or possibly forfeits the ability to obligation fulfillment
and the fulfillment ability is not recovered or the proper guarantee cannot
be
provided within a reasonable period.
4. Both
Party A and Party B negotiate and agree to terminate this Contract.
5. After
the
termination of this Contract, Party B shall protect the completed engineering,
purchased material, equipment, and apparatus, and Party B shall transfer
them in
good condition to Party A. Party A shall provide the necessary condition
for
Party B’s termination.
Chapter
18
| 18.1 |
1. Any
modifications or amendments to this Contract shall
be
approved by official seal from both Parties. Otherwise, the modification
or amendment is
invalid. If both Parties cannot solve a dispute arising from this Contract
through negotiation, it shall be litigated at Wuhan Intermediate People’s
Court.
16
2. Any
matters not covered in this Contract shall be mutually negotiated by both
Parties in a separate agreement.
3. A supplementary
agreement shall be attached to this Contract to ensure the effectiveness
of the
execution of this Contract.
4. This
Contract shall be executed in six (6) copies, so there are two (2) originals
and
four (4) duplicates. Party A shall keep three (3) copies, Party B shall keep
two
(2) copies, and the supervision party shall keep one (1) copy. This Contract
shall be effective upon its execution by both Parties.
|
WUHAN
GENERATING EQUIPMENT CO.,
LTD.,
|
HUBEI
GONGCHUANG REAL ESTATE CO.,
LTD.,
|
|||||
|
as
Party A
|
as
Party B
|
|||||
|
By:
|
/s/
|
By:
|
/s/
▇▇▇▇ ▇▇▇
|
|||
|
Name:
|
Name:
|
▇▇▇▇
▇▇▇
|
||||
|
Title:
|
Title:
|
|||||
|
[Seal
of Party A]
|
[Seal
of Party B]
|
|||||
17