Ship Lease Contract (“Liya 10”) (Unofficial Translation)
(“Liya
10”)
(Unofficial
Translation)
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Party
A:
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Beihai
Xxxxxx Liya Shipping Service Co.,
Ltd.
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Address:
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Xx.
000, Xxxx 0 xx Xxxxxxxx 0, Xxxxxx Wenhua
Garden
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29
Wanxi Road, North of Beihai City
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Legal
Representative: XX Xxxxxxx
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Party
B:
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Fujian
Xing Gang Port Service Co., Ltd.
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Address:
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00xx
Xxxxx, Xxxxxxxx X, Xxxxxxxxx Xxxxx, 154 Hudong Road,
Fuzhou
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Legal
Representative: XXX Xxxx
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Pursuant
to the relevant provisions of the “People’s Republic of China Contract Law” and
other applicable laws and statutes, Party A and Party B, after friendly
consultation, have formulated this leasing contract terms to be adhered to by
both parties.
I. Leasing
of a Boat
Based on
Party B’s need, Party A agrees to lease “Liya 10” (the “Leased Boat”), a
self-propelling, trailing suction type of dredging boat with a cabin capacity of
6500m3 which it
owns, to Party B for its use. During the term of the lease, Party A
will assign crewmen for the Leased Boat; see the attachment hereto, “Crewmen
Assignment Agreement”, for details.
II. Term
of the Lease
The term of the lease is three years,
starting from June 14, 2010 to June 14, 2013. Upon the expiration of
the term of the lease, Party B shall have the right of first refusal to renew
the lease under the same conditions.
III. Leasing
Fee
1. Lease
security deposit: Party B must may to Party A a lease security deposit of RMB
17,500,000.00 Yuan within 10 days after the date of delivery of the Leased Boat
to Party B. Within 10 days upon the expiration of the term of the
lease, Party A shall return the lease security deposit in one sum to Party
B.
2. The
Leased Boat lease fee: the Leased Boat lease fee is RMB 11,850,000.00
Yuan per year, the calculation of which starts from the day when the Leased Boat
is delivered to Party B at the port of delivery. Party A shall be
responsible for the one-way dispatch fee for navigating the Leased Boat from its
original port of anchor to the port of delivery.
3.
Crewmen assignment fee: RMB 3,720,000.00 Yuan per year.
4. Spare parts fee: for the sake of
management convenience, during the term of the lease, Party A shall purchase all
the required spare parts based on the operation need of "Liya 10" and provide
maintenance and parts replacement repairs based on the condition of the Leased
Boat to ensure that the Leased Boat remain in normal working
condition. Party B will pay to Party A the spare parts fee in one
lump sum of RMB 33,200,000.00 Yuan per year for Party A to use, with no refund
for surplus fee nor supplement for deficit; Party A shall have the said fixed
amount of spare parts fee at its disposal, whether or not the actual cost of
spare parts for the corresponding year exceeds the said fixed
amount. Party A shall be responsible for the transportation and
moving of the spare parts and for the removal and recycling of the discarded
spare parts and bear all the related expenses.
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5. Payment method: the total of the
fees for items under III.1, III.2 and III.3 is RMB 48,770,000.00 Yuan per year;
Party B must pay the lease fee and the spare parts fee for the previous month
within the first 10 days of each month, i.e., Party B must pay RMB 4,064,166.67
Yuan per month to Party A; the payment method is bank transfer.
IV. Delivery
of the Leased Boat
1. Time of delivery: June 14,
2010.
2. Place of delivery: Guangxi, actual
location of which to be specified by Party B.
3. At the time of delivery, the Leased
Boat must be in the normal working condition and be ready to put into project
operation.
4. At the time of delivery, Party A and
Party B will jointly confirm the fuel stored on board the Leased Boat at the
place of delivery. Before the amount of fuel stored on board is
measured, the draft of the front and back of the Leased Boat must be adjusted
for balance or the draft differential between the xxxxx and bow of the Leased
Boat must not exceed 6 feet. At the time of delivery, Party A must
ensure that the amount of fuel stored on board must be above 80% of the Leased
Boat's maximum fuel storage capacity.
5. Since Party B is to pay Party A the
lump sum spare parts fee and Party A shall be responsible for the Leased Boat’s
maintenance and repair service and for replacement of spare parts on the Leased
Boat during the term of the lease, there is no need for the two parties to
perform the joint inspection at the time of delivering, and at the time of
returning, the Leased Boat.
6. Upon the expiration of the term of
the lease, Party B must notify Party A of the location and time of returning the
boat 7 days before the expiration of the term of the lease, and Party A must
process the return and acceptance procedures based on Party B’s notification and
regain control of the Leased Boat and the crewmen assigned to work on
board.
V. Rights
and obligations of each of the two parties
(A) Party
A’s rights and obligations
1. During
the term of the lease Party A has the right to receive the lease fee according
to the provisions herein. If Party B’s payment of the lease fee is
more than one month past due, Party A has the right to resort to legal action at
a court and to unilaterally dissolve the contract.
2. During the term of the lease, Party
A is responsible for the prompt provision and replacement of the spare parts on
the Leased Boat so as to ensure the Leased Boat’s normal operation.
3. Party
A confirms the ownership of the Leased Boat and has processed the relevant
certificates required by the State law and statutes.
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4. During
the term of the lease, Party A may, upon obtaining consent from Party B,
dispatch a representative to the Leased Boat to supervise the ship operation at
its own expense. If Party A’s representative believes that any of
Party B’s actions violates this contract or can damage the main structure of the
Leased Boat, Party A must issue a written report and settle the matter between
the two parties amicably through friendly consultation.
5. Party
A warrants that, on the day of delivering the Leased Boat and during the term of
the lease, the technical specifications of the Leased Boat are in conformity
with those specified in all the ownership certificates; if there are
discrepancies, the lease fee shall be reduced and such reduction should be an
amount sufficient to compensate the lessee for any resulting loss.
6. Party
A warrants that, on the day of delivering the Leased Boat and during the term of
the lease, the Leased Boat is tight, solid, strong and in good working
condition, and is suitable for the operation of the project; the body of the
Leased Boat and the machines and equipment on board are in full working
condition.
7. On the
day of delivering the boat, Party A must also provide all the certificates
required for its operation, including but not limited to “People’s Republic of
China Ship and Vessel Ownership Registration Certificate”, “People’s Republic of
China Ship and Vessel Nationality Certificate”, “Maritime Ship and Vessel
Inspection Certification Record”, “Maritime Cargo Vessel Seaworthiness
Certificate”, “Maritime Ship and Vessel Tonnage Certificate”, “Maritime Ship and
Vessel Oil Pollution Prevention Certificate” and “Maritime Ship and Vessel Load
Line Certificate”.
8. During
the term of the lease, Party A must process on time, completely and fully all
the procedures regarding ship inspections and insurances at its own cost; Party
B must provide active cooperation and must not knowingly set up any
obstacles.
9. Before
delivering the Leased Boat, Party A must engage a professional shipyard to
perform comprehensive inspection and repairs on the Leased Boat and ensure that
the Leased Boat has a life of use no less than ten years.
10.
During the term of the lease, Party A must assign crewmen for the Leased Boat
who are competent and have professional qualifications for their respective
posts in accordance with the provisions of "Crewmen Assignment
Agreement". (See Attachment 1 hereto, "Crewmen Assignment Agreement",
for details.
11. If,
due to business need, Party A needs to relocate its office to a new address or
to change its bank account, Party A must notify Party B in writing fifteen
business days in advance; if there is need to change the contact telephone
number, Party A must notify Party B in writing two business days in
advance.
12. Party
A's unilateral dissolution of this contact during the term of the lease or
leasing the Leased Boat to a third party without prior consent from Party B
shall constitute the breach of contract; Party B shall have the right to demand
the continuation of the performance of this contract; Party A must at such time
pay a breach penalty of RMB 15,000,000.00 to Party B and compensate Party B for
any resulting loss.
(B) Party
B’s rights and obligations
1.
Starting from the day of the execution of this contract, Party B has the right
to dispatch its representatives at its own expenses to inspect the Leased Boat
and familiarize themselves with the operation of the Leased
Boat. Party A’s Leased Boat and the crewmen on board must follow the
management of Party B’s representatives and conduct project operation according
to the directions issued by Party B’s representatives.
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2. During
the term of the lease, Party B has the right to sublease the Leased Boat;
however Party B shall still have full responsibility toward Party A to perform
this contract.
3. During
the term of the lease, Party B must pay the lease fee on time in accordance with
the provisions herein.
4. The
use of the Leased Boat leased by Party B from Party A is limited to port
dredging operations and similar projects. If Party B needs engage the
Leased Boat for any other purposes, Party B must obtain consent from Party A
before any implementation.
5. During
the term of the lease, Party B shall still pay the lease fee when the Leased
Boat is unable to be operated normally due to climate factors (such as Typhoon,
rain or fog).
6. Any
damages and losses suffered by both parties due to the occurrence of any humanly
irresistible disaster or to government edicts and military action, whether or
not the Leased Boat is in navigation or in mooring, must be handled in
accordance with the provisions of maritime laws and statutes.
7. During
the term of the lease, Party B shall not dispatch the Leased Boat to, or let it
enter, any frozen waters, nor shall Party B let the Leased Boat enter an area
where, at the time of the Leased Boat's arrival, the light tower, light boat,
navigation xxxx or buoy will be, or are likely to be, removed soon or an
dangerous area with ice hazard, such that the Leased Boat will not be able to
arrive at the location of operation smoothly or to exit the location after its
operation.
8. During
the term of the lease, before obtaining consent from Party A in writing, Party B
shall not dispatch the Leased Boat to dock at a Taiwan port or let it navigate
out of the border of the People's Republic of China for any reason or any
purpose.
9. During
the term of the lease, Party B is strictly forbidden to use the Leased Boat to
transport any hazardous material. Party B shall not use the Leased
Boat to engage in any illegal activities, including but not limited to
smuggling, pilfering, stealing and illegal immigration.
10. If
Party B fails to pay the lease fee or pay the lease fee in full for the
corresponding quarter, and the delay of such payment is more than 10 business
days, Party B then shall, starting from the following month, pay a breach
penalty calculated at the daily rate of 0.05% of the total of the unpaid portion
of the lease fee; but the cumulative total of such breach penalty shall not
exceed 3% of the lease fee for the corresponding period.
VI. Resolution
of Dispute
All disputes arising from the
performance of, or in connection with, this contract must be settled through
consultation between the two parties; if such consultation fails, the dispute
can be submitted to the jurisdiction of the people’s court at Party B’s
location.
VII. Others
1. All
attachments hereto are the component parts of this contract and shall have the
same legal effect as this contract.
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2. The
original of this contract is in duplicates, with one each to Party A and Party
B; this contract will take effect after it is signed and imprinted with seals by
both Party A and Party B.
3. All
matters not covered herein shall be settled in supplemental agreements through
consultation between the two parties, and all such supplemental agreements shall
have the same legal effect as this contract.
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Party
A:
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/seal/
Beihai Xxxxxx Liya Shipping Service Co.,
Ltd.
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Legal
Representative:
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/s/
FENG Zhumao
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Party
B:
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/seal/
Fujian Xing Gang Port Service Co.,
Ltd.
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Legal
Representative:
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/s/
XXX Xxxx
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Date: June
14, 2010
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