Construction Agreement
Exhibit
10.19
Construction
Agreement
Project
name: Workshop
of Wuhan Generating Equipment Manufacturing Co., Ltd.
Project
location: Xxxx
Xxxx Xxx Science Park, Jiangxia District, Wuhan
Construction
unit: Wuhan
Generating Equipment Manufacturing Co., Ltd.
Contract
issuing unit:
Hubei
Gongchuang Real Estate Co., Ltd.
Construction
undertaking unit:
Hubei
Huadu Construction Co., Ltd.
Contract
fulfillment location: No.2
Laowuhuang Road
Signing
date: March
28th,
2006
-1-
Table
of contents
|
1
Construction project
|
(4)
|
|
1.1
Project name
|
(4)
|
|
1.2
Project location.
|
(4)
|
|
1.3
Project summary.
|
(4)
|
|
2
Contracting
scope & mode.
|
(4)
|
|
2.1
Contracting scope
|
(4)
|
|
2.2
Contracting mode
|
(4)
|
|
3
Construction cost
|
(5)
|
|
3.1
Document to be executed
|
(5)
|
|
3.2
Construction cost calculation
|
(5)
|
|
4
Installment payment verification & Paying
|
(6)
|
|
4.1
Installment payment
|
(6)
|
|
4.2
About Installment payment application & works that Party B shall
complete
|
(6)
|
|
5
Time schedule management for project
|
(6)
|
|
5.1
Time limit for project
|
(6)
|
|
5.2
Time limit for project schedule control
|
(7)
|
|
5.3
Completion date control
|
(7)
|
|
6
Quality management
|
(8)
|
|
6.1
Engineering quality
|
(8)
|
|
6.2
Engineering
acceptance
|
(8)
|
|
7
Site management
|
(10)
|
|
8
Material
|
(10)
|
|
8.1
Material
|
(10)
|
|
8.2
Material to be supplied by Party A
|
(11)
|
|
9
Design change
|
(11)
|
|
9.1
About Design change
|
(11)
|
|
9.2
Design change cost & time limit for project
|
(12)
|
-2-
|
10
Party A’s
site representative
|
(12)
|
|
10.1
Party A’s
site representative
|
(12)
|
|
11
Supervision
Company’s representative on site
|
(14)
|
|
11.1
Supervisor’s
job
|
(14)
|
|
12
Party B’s
site representative
|
(15)
|
|
12.1
Party B’s
site representative
|
(15)
|
|
12.2
Party
B’s right & obligation
|
(15)
|
|
13
Completion acceptance & project transfer
|
(17)
|
|
13.1
Completion acceptance reference
|
(17)
|
|
13.2
Completion acceptance procedure
|
(17)
|
|
14
Building
final settlement
|
(19)
|
|
15
Warranty clause
|
(19)
|
|
15.1
Warranty scope & content
|
(19)
|
|
15.2
Warranty period
|
(19)
|
|
15.3
Warranty responsibility
|
(19)
|
|
15.4
Warranty fund payment
|
(20)
|
|
15.5
Warranty breach
|
(20)
|
|
16
Insurance
|
(20)
|
|
17
Contract into effect/termination
|
(21)
|
-3-
Construction
contract
Contract
issuing unit:
Hubei
Gongchuang Real Estate Co., Ltd.
(hereinafter referred to as Party A)
Construction
undertaking unit:
Hubei
Huadu Construction Co., Ltd.
(hereinafter referred to as Party B)
According
to <Contract Law of the People’s Republic Of China> and <Construction
Law of the People’s Republic Of China>as well as other related laws and
regulations and regulations related to the engineering construction by Hubei
Province and detailed condition of this project, both parties negotiate and
reach an agreement regarding the construction project of this engineering
project and sign this contract based on following the principles of equality,
voluntaries, fairness and good faith.
Chapter
1 Construction project
1.1
Project
name: Workshop
of Wuhan Generating Equipment Manufacturing Co., Ltd.
1.2
Project
location: Xxxx
Xxxx Dao Science Park, Jiangxia District, Wuhan
1.3
Project
summary
(1)
Construction area of project: 19,872m2.
(2)
Structure: Maximum
span is 24m, 160t crane, single- story bent frame.
(3)
Story
number: One
story
(4).
Building height: 26.7m.
Chapter
2 Contracting scope & mode.
2.1
Contracting scope
The
contracting scope includes all engineering, including pile foundation, civil
work, steel structure, and decoration within the scope of construction drawings.
(except the fire-fighting paint, equipment installation, indoor terrace, and
electrical installation, which are directly subcontracted by Party A. For more
details, please see the construction drawings approved by four parties, namely,
Design Institute affiliated to Wuhan University of Technology, Wuhan Generating
Equipment Manufacturing Co., Ltd., Hubei Gongchuang Real Estate Co., Ltd. and
construction unit. These drawings were reviewed and approved by Wuhan Drawing
review & approval office.)
2.2
Contracting mode
The
contractor shall carry out the general project contracting as per the
construction drawing. The contractor shall not subcontract the whole of the
project. The professional engineering which must be subcontracted shall be
approved by Party A in writing.
2.3
For the
colorful plain tile, roof boarding and peripheral maintenance panel in the
newly-built workshop of Wuhan Generating Equipment Manufacturing Co., Ltd.,
the
color and tile strip type shall be matched with the phase-I construction
engineering of
Wuhan
Generating Equipment Manufacturing Co., Ltd.
-4-
Chapter
3 Construction cost
3.1
Document
to be executed
| 1. |
For
pile foundation engineering, civil engineering and steel structure
engineering, the <Construction engineering consumption quota and
uniform base price list in Hubei Province> issued in 2003 shall be
executed.
|
| 2. |
For
the decoration engineering, the <Decoration engineering consumption
quota and uniform base price list in Hubei Province> issued in 2003
shall be executed.
|
| 3. |
For
the expense quota, the Hubei Construction [2003] no.44 document shall
be
executed.
|
3.2
Construction cost calculation
| 1. |
For
this project, the total cost is calculated as per the category-III
engineering quota and the final settlement price of the account is
calculated after it is decreased by 3% based on the total cost.
|
| 2. |
In
order to be easy to pay the installment payment in this project,
the
tentative unit price of the project is 780Yuan/
m2,
and the tentative construction area is 19872
m2.
The tentative contract sum is 15,500,160Yuan
(Capital: FIFTEEN MILLION FIVE THOUSAND ONE HUNDRED SIXTY ONLY) (this
unit
price does not include the material to be supplied by Party A and
this
price is only the reference for payment and it is not used as the
pay-off
evidence).
|
| 3. |
For
material price adjustment, the material price of other materials
and main
materials for installation engineering shall be fixed as per
<Construction engineering consumption quota and uniform base price
list
in Hubei Province> issued in 2003 in addition that the quota price
shall be executed for general auxiliary material such as sand and
stone
material and so on. If there is a price difference between them and
the
budget price in <Material price information> from Wuhan Quota
Management Station during the same period, both parties shall negotiate
and determine the price difference. The price difference part is
only
involved in the pre-tax construction price. It is not involved in
the service
fee.
|
| 4. |
Party
A will not charge any other fees except for unloading manpower cost
and
storage charge. The calculation formula of unloading manpower cost
and
storage charge is as follows: construction price of material to be
supplied by Party A x 1.0%. The material to be supplied by Party
A is not
involved in the completion settlement and service fee as well as
decrement
as well.
|
| 5. |
The
design amendments and on-site certificates to occur in the project
can be
involved in the project settlement only after they are signed and
approved
by Party A and the supervisor. The settlement can be entered after
the
field certification is provided with following conditions: description
of
project property, scope, scheme measure and so on, clarification
of the
project amount, material specification and model as well as
brand.
|
| 6. |
The
amount of metallic structure part shall be calculated as per the
dimension
as shown in the drawing.
|
-5-
Chapter
4 Installment payment verification & payment
4.1
Installment payment
| 1. |
Party
A will pay the 20% installment payment of tentative contract sum
to Party
B after the civil engineering amount of foundation part is completed.
|
| 2. |
Party
A will pay the 20% installment payment of tentative contract sum
to Party
B after the installation of steel structure member of main body (refer
to
steel column) is completed.
|
| 3. |
Party
A will pay the 20% installment payment of tentative contract sum
to Party
B after the installation of steel structure member of main body (refer
to
steel column) is completed and roof boarding installation is completed.
|
| 4. |
Party
A will pay the 20% installment payment of tentative contract sum
to Party
B after the installation of colorful steel plate is completed and
the gate
as well as plastic steel window starts to enter in the
jobsite.
|
| 5. |
After
the project is finished for the record and the project material is
transferred to the archives, the complete set of completion data
and
drawing will be transferred to Party A. Party A agrees to pay 10%
of the
tentative total contract sum when the settlement between both parties
is
more than 2 months. Party A agrees to pay construction costs up to
95% of
project settlement payment. 5% of project settlement payment will
be left
as the warranty payment.
|
4.2
Application for the installment payment and the workload that Party B shall
complete.
| 1. |
Party
B submits the progress description of completed engineering amount
to the
supervisor and Party A’s representative.
|
| 2. |
Party
B prepares the progress budget report and application form of installment
payment in accordance with the confirmed progress description and
submits
them to the supervisor and on-site project department of Party A
for
review. Then, the Finance department of Party A shall perform the
final
review and approval and pay the installment payment of this part
to Party
B.
|
| 3. |
The
installment payment for engineering progress shall depend on the
quality
of work done. If the engineering quality cannot meet the inspection
and
acceptance requirements, Party A has the right to collect the penalty
from
Party B and stop paying the payment for engineering progress of this
part
temporarily.
|
| 4. |
Party
A shall ensure that the installment payment shall be paid in accordance
with Article One (within 15 workdays). If the installment payment
cannot
be paid in time for a certain reason, the overdue fine will be paid
at the
deposit interest rate of the bank for the same
period.
|
Chapter
5 Time schedule for project
5.1
Time
limit for project
| 1. |
Commencement
date of new building of production workshop of
Wuhan
|
-6-
Generating
Equipment Manufacturing Co., Ltd.: March
29th,
2006
| 2. |
Complete
date: October
29th,
2006
|
| 3. |
Total
time limit for project is 210
calendar days (including official festivals and
holidays)
|
| 4. |
Both
Party A and B have already taken into account such factors as seasonal
rain, high wind, high-temperature weather, water and power supply
stop and
festivals as well as holidays and time limit for project and working
content to be subcontracted by Party A at the appointed completion
date
and every control date.
|
5.2
Time
limit for project schedule control
| 1. |
Within
the first week after Party B enters in the jobsite, Party B shall
report
and submit the monthly progress plan and key milestone of this project.
The report and plan shall be examined and approved by Party A and
supervision company.
|
| 2. |
The
engineering below±0.000
shall be completed prior to May 29th,
2006 and Party B shall conduct inspection and accept the eligible
and
qualified work.
|
| 3. |
The
installation of steel column shall be completed prior to June
29th,
2006 and Party B shall conduct inspection and accept the eligible
and
qualified work of steel column.
|
| 4. |
The
installation of roof boarding shall be completed prior to August
15th,
2006 and Party B shall conduct inspection and accept the eligible
and
qualified work of the roof
boarding.
|
| 5. |
The
installation of colorful steel plate and workshop gate as well as
plastic
steel window shall be completed prior to September 29th,
2006 and Party B shall conduct inspection and accept the eligible
and
qualified work.
|
| 6. |
All
contents of construction blueprints shall be completed prior to October
29th,
2006 and Party A shall conduct inspection and accept the eligible
and
qualified work. Party B shall exit the jobsite at the same
time.
|
5.3
Completion date control
| 1. |
The
completion date to be specified in this contract refers to all completions
of contracting engineering content to be agreed in this contract
and
accepted by formal completion acceptance to be organized by Party
A. If
any of the partitioned projects and sub-divisional works in the
contracting content are not completed or it is not accepted after
acceptance to be organized by Party A, it will be considered as though
the
time limit for project is delayed.
|
| 2. |
If
the project completion will be performed ahead of time, both parties
will
sign the ahead-of-time completion agreement after uniform negotiation.
Party B will re-prepare the new progress schedule as per the advanced
completion date and submit it to Party A. Party A shall reply to
Party B
in written report within 3 days. Otherwise, Party A will not pay
the cost
related to the advanced completion when the project is completed
in
advance.
|
| 3. |
If
the completion time of project is delayed, Party B will pay the delay
indemnity to Party A as per following modes: the indemnity of 25000Yuan
will be paid in case of 3
|
-7-
days
later than the total time limit for project and indemnity of 80,000Yuan will
be
paid in case of 10 days later than the total time limit for project. In case
of
exceeding the above agreed time limit, the clause 5 in this item will be
executed. Party B shall pay the compensatory payment to Party A according to
the
actual loss from Party A if the indemnity to be paid for Party A’s loss caused
by time limit delay from Party B is not sufficient to compensate the
loss.
| 4. |
If
the completion date or control date is delayed due to force majeure,
the
time limit for the project will be delayed accordingly after being
confirmed by Party A. Party A will not undertake the other
responsibilities for Party B, including downtime and stop construction
fee.
|
| 5. |
If
Party B cannot control the time schedule for the project in two time
periods, Party B shall exit the jobsite within one week automatically.
Party A has the right to change the construction unit until project
completion. Afterwards, Party A will charge the indemnity for Party
B as
per the actual engineering amount and Party B will pay the indemnity
of
10% of total price of completed
engineering.
|
Chapter
6 Quality management
6.1
Engineering quality
The
project construction and acceptance shall be carried out as per the design
drawing, design change, specification, acceptance criteria and local related
regulation as well as Party A’s requirements. All partitioned projects and sub
divisional works shall reach to the conformity standards. The unit construction
quality must reach to the conformity standards.
6.2
Engineering acceptance
| 1. |
Party
B must assign enough qualified managing staffs at the construction
site
and establish the complete quality and progress assurance system
as well
as perform the rectification as per the requirement to be put forward
by
Party A and supervision party.
|
| 2. |
Party
B shall carry out the construction as per the related codes and design
requirement as well as instruction from Party A and supervision party
and
accept the inspection at any time as well as perform the rectification
as
per the inspection result. In order to provide the convenient condition
for inspection, Party B shall provide the technical data related
to the
engineering quality to Party A and the supervision party as required
in
time.
|
| 3. |
After
Party B checks partitioned projects and subdivisional works and they
are
acceptable after partitioned projects and subdivisional works reach
to the
concealed condition, Party B shall inform Party A and the supervision
party 24 hours before acceptance and provide the related conformity
data.
The concealed work construction can be carried out after acceptance
and
signature. During the concealment process, the acceptance shall be
re-carried out if Party B makes any modifications for conformity
part. For
the key concealed work acceptance (foundation acceptance and structure
acceptance), the quality supervision station and design unit shall
be
informed
|
-8-
in
advance to join the acceptance together. If the concealed work is not handled
according to above procedures, the responsible party will undertake all
responsibilities and losses.
| 4. |
The
acceptance must be carried out per the <detailed rules and regulations
of acceptance for partitioned projects and subdivisional works> after
construction completion. To be convenient for maintenance, Party
B shall
have the as-built drawing as per Party A’s requirement before concealed
work.
|
| 5. |
When
Party A has any doubts on the construction quality and requests Party
B to
double check the construction quality, Party B shall cooperate with
Party
A. If it is acceptable after double check, the repairing and inspection
fee will be charged by Party A and the time limit for the project
will be
delayed accordingly. If it is not acceptable after double check,
the
rectification and repairing as well as the inspection fee will be
charged
by Party B and the time limit for project is prohibited to
delay.
|
| 6. |
In
order to assure the construction quality, Party B must submit the
construction scheme regarding main processes and the construction
template
can be made upon the approval from supervision party and Party A.
Party B
can carry out the large-area construction as per the template after
the
template is accepted by Party A.
|
6.3
Party B
shall know clearly and take into account the surrounding environment, traffic
road, field geologic information of jobsite, contracting scope, construction
drawing, and construction organization design before signing this contract.
Additionally, Party B also shall take into account such factors as construction
technique measure, safety maintenance and civilization site construction and
the
like.
-9-
Chapter
7 Site management
7.1
In this
project, the construction site is within the red line in the general plan.
The
construction unit shall provide the construction organization design before
commencement and the construction unit shall execute the construction
organization design upon the approval from Party A’s site representative. The
construction plan layout shall be considered completely and perfectly and the
construction can be carried out after Party A and supervision party reviews
and
approves it in written version. The removal and movement expense of temporary
facility due to the construction demand shall be charged by Party B. The site
drainage and blowing can be drained in the municipal drainage network after
they
must be treated in the settling tank and septic tank made by Party B. Otherwise,
Party B will charge the penalty given by municipal department.
7.2
Party B
shall abide by code and regulation of safety construction and civilization
construction issued by national and local governments and abide by the
management regulation of field civilization construction from Party
A.
7.3
Party A
will carry out random inspections periodically. If Party A finds the
non-conformity item regarding safety construction and civilization construction
as well as management, Party B shall deal with it as scheduled and as required
within 24 hours after receiving the notice. If Party B cannot meet this
requirement, Party B shall stop construction and carry out rectification
immediately. Party B will charge the stop loss.
7.4
Party B
shall draw up the complete safeguard measure before carrying out the
construction under the dangerous status. During the construction process, Party
B will undertake all responsibilities for any quality issues and safety
accidents and\or other results resulting from Party B’s responsibilities.
7.5
For
water and power utilization, Party B must install the water meter and ammeter.
They can be used after they are inspected by Party A. The water meter and
ammeter installation and movement shall be reported to Party A and approved
by
Party A. Both parties shall record the reference reading together after
installation and signature approval. Party A is responsible for providing the
water source interface and interface of power distribution box. Party B is
responsible for meter connection and laying the line to water and power
utilization location. Both Party A and B will record the reading of Party B’s
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 record and
deduct the corresponding expense from Party B’s installment
payment.
Chapter
8 Material
8.1
Material
-10-
| 1. |
For
various materials used for construction, manufacturer plans and the
qualification certificate as well as material sample shall report
to Party
A.
|
| 2. |
The
materials must meet the design requirements and acceptance criteria
as
well as related government regulations. Party B is responsible for
sending
samples to the inspection department. The delivery and sampling of
the
materials must be supervised by Party A and supervision party on
site and
both parties will carry out the sampling on site and the material
can be
used only after it is qualified after
inspection.
|
8.2
Material
to be supplied by Party A
|
1.
|
For
material to be supplied by Party A, Party B shall submit the plan
and
details of when the material is to be
used.
|
|
2.
|
For
the material to be supplied by Party A which has been already entered
in
the jobsite, Party B shall carry out the acceptance together with
supervision unit and Party A’s site representative as well as supplier. If
the material to be supplied by Party A does not meet the design
requirement and quality to be specified in the supply contract signed
by
both parties, Party B has the right to
reject.
|
Chapter
9 Design change
9.1
Design
change
|
1.
|
Party
B may not modify or change the original design randomly. If the original
design must be modified or changed due to special condition, it must
be
approved by Party A in written version and Party A will release it
to
Party B for his execution after Party A organizes the design change
and
completes it.
|
|
2.
|
Party
A has the right to change the design drawing and Party B shall carry
out
the construction per the design change. The engineering cost to be
added
for design change will be handled as per the related clause in the
chapter
3. The design change to be put forward by design unit must be signed
and
approved by Part A’s project department. Afterwards, Party B can carry out
the construction as per the
drawing.
|
|
3.
|
The
design change shall be reviewed by the original design unit and the
corresponding drawing and instruction (change notice or drawing,
released
copies equal to the original design drawing) shall be
obtained.
|
|
4.
|
New
processes, new technology and new materials recommended by Party
B can
only be implemented after prior written approval by Party A. The
resulting
extended schedule time can be taken as the basis for adjustment of
project
time schedule in the contract upon the parties’ negotiation and
consent.
|
|
5.
|
If
Party A makes the design change for original design, Party A must
inform
Party B 3 days prior to the construction and release the written
change or
modification notice to Party B. Afterward, Party B will carry out
the
construction according to the
notice.
|
|
6.
|
If
the design unit makes the design change for original design and the
design
change belongs to the construction scale increment and decrement
or
function change, these design changes must be approved by Party A
and
review and
|
-11-
approval
unit. Afterwards, Party B is responsible for execution.
|
7.
|
If
the design change belongs to the scope of technique or material and
equipment, Party B will carry out the construction after the design
change
is approved by Party A in written version. Party B has the right
to refuse
to start the construction if there is no above procedure or the procedure
is not complete.
|
9.2
Design
change cost & time limit for project.
|
1.
|
Party
A will be responsible for the increasing cost resulting from the
design
change and the decreased cost will be returned to Party A in case
of cost
decreasing. The resulting time limit change for project can be used
as the
evidence for time limit modification for project in the contract
upon the
approval from Party A.
|
|
2.
|
Party
B will charge the resulting cost from the modification or change
due to
the construction quality issue to be caused by Party B and the time
limit
for project is not delayed.
|
|
3.
|
If
Party B finds a mistake or unreasonable area in the design, Party
B shall
inform Party A and the design unit in the written version within
24 hours
in time. The design unit (or Party A) will provide the design change
document and the execution will be carried out after Party A signs
it.
Party A will be responsible for all resulting costs and time schedule
delay.
|
|
4.
|
Party
B will charge the resulting cost from the design change due to the
construction quality issue or improper construction arrangement to
be
caused by Party B and the time limit for project is not
delayed.
|
|
5.
|
Party
B will draw the drawing (or construction scheme) and Party B will
take the
responsibility for design quality
issues.
|
Chapter
10 Party A’s site representative
10.1
Party
A’s site representative
|
1.
|
Party
A’s site representative is:______________. The representative shall
conduct the daily management on behalf of Party A.. Party A’s instruction
will be effective after execution by the general representative and
the
instruction will be submitted to Party B’s representative in the written
form.
|
|
2.
|
Water
supply, power supply and transportation shall be available outside
the red
line before the commencement of construction. Party A shall connect
water
and power supply to the red line and the supply shall meet the needs
of
normal construction. After Party B enters in the jobsite, Party B
shall
carry out the commissioning acceptance with Party B on municipal
utilities
such as road, pipeline, greening and road lamp and so on surrounding
the
construction site. The written record shall be provided and the photo
for
jobsite shall be taken as the
evidence.
|
|
3.
|
Party
A shall provide the geological data of engineering and underground
pipeline data about construction site to Party B. Party B shall explore
it
in more details when necessary.
|
-12-
|
4.
|
Party
A shall provide 6 sets of construction blueprints to Party B before
construction (2 sets of blueprints are used for completion). Party
B shall
keep the documentation properly which is provided by Party A. Party
B will
pay all costs if more construction drawings are needed in case of
a
special situation.
|
|
5.
|
Party
A shall provide the supplementary construction drawing and data as
needed
by party B under the condition that the project progress is not affected.
|
|
6.
|
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 15 days from the date that blueprints
are
delivered to Party B.
|
|
7.
|
Party
A shall submit the written report of bench xxxx and coordinate control
point to Party B before construction and perform the field commissioning.
Party B is responsible for protecting the bench xxxx and coordinating
the
control point after commissioning is finished. Party B may charge
the
re-measuring and setting-out cost caused by damage or out of level
and
resulting other losses.
|
|
8.
|
Party
A may check the project quality and progress as well as be responsible
for
handling the design drawing issue and issuing the design change as
well as
paying the installment payment and reviewing the completion settlement
data, etc.
|
|
9.
|
Party
A may check the construction site layout and make the design drawing
change.
|
|
10.
|
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 requirement. The construction can be restarted after Party
A
accepts and approves in the written version after Party B carries
out the
rectification. Party B will be charged the resulting
loss.
|
|
11.
|
As
per the regulation and safety consideration, Party A can entrust
other
units to carry out the construction if Party B must take the construction
measure but Party B does not take the immediate construction measure
within the specified time. The resulting cost will be deducted from
Party
B by 2 times the actual cost.
|
|
12.
|
Party
A will organize the inspection and evaluation of construction quality
and
progress as well as safety & civilization construction for all
construction units on the jobsite every month and organize Party
B to
conduct the correction on the problems found in the
inspection.
|
-13-
Chapter
11 Supervision Company’s representative on site
11.1
Party A
entrusts ___________________to perform the social supervision for project as
per
the national regulation. The chief supervisor is:_______________. Party B shall
be supervised and managed by the supervision engineer.
11.2
The
supervisor’s duties include following jobs:
|
1.
|
Review
and check the preparation work for construction for every project
to be
done by construction unit.
|
|
2.
|
Participate
in the joint drawing checkup and prepare the joint checkup minutes
and
issue it to all units participating in the conference. Review the
related
questions about the drawing put forward by Party B and confirm them
after
being approved by Party A’s site representative in written
version.
|
|
3.
|
Review
the construction organization design and construction scheme prepared
by
construction unit and supervise as well as check the execution
situation.
|
|
4.
|
Urge
the construction unit to establish and perfect the construction management
system and quality assurance
system.
|
|
5.
|
Double
check the control axis and elevation of the building. Randomly check
and
double check the construction axis and
settling.
|
|
6.
|
Go
deep into the construction site and check if the construction unit
carries
out the construction as per the construction contract, national technical
specification, standard and building regulation as well as requirement
of
construction drawing document in Wuhan. Check the construction quality
of
concealed work at every position and link in the construction process.
Accept the engineering verification
content.
|
|
7.
|
Check
and ratify the main material and equipment used for project and factory
conformity certificate of the structural member as well as quality
assurance certificate of material and so on. Put forward the random
inspection and double check opinion on the material as needed in
the
construction process and instruct the construction unit to check
in order
to prevent the non-conformity material and equipment as well as structural
member and so on from being used in this
project.
|
|
8.
|
Supervise
and backup simultaneously random inspection regarding the routine
test for
construction material and testing piece to be carried out by construction
unit (i.e. Are welding connector of reinforcement bar, cement content
in
the sand rock material, stability of cement and testing piece fabrication,
etc.)
|
|
9.
|
Request
the construction unit perform the rectification in time for general
quality issue to be found during the construction process. The supervisor
has the right to issue the written rectification notice of construction
quality to the construction unit or request the construction unit
to stop
construction and perform the rectification directly if the rectification
is not satisfied or there is big construction quality issue (it must
be
approved by Party A in advance before issuing the shutdown
notice.
|
|
10.
|
Be
responsible for organizing the initial test according to the inspection
application report for every phase, every position, and every link
and
every
|
-14-
partitioned
project and subdivsional work in the construction contract and sign the
inspection acceptance report.
|
11.
|
Review
and sign the payment document of installment payment to construction
unit
after verifying the construction quality and quantity of completed
parts
according to the payment regulation specified in the construction
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 the construction unit as well as the fulfillment
of
such schedules. Check and sign the weekly, monthly and quarterly
report
filled in by the construction unit. Timely analyze the reasons for
any
inconsistency between the actual progress and the schedule due to
any
defect caused by the construction unit, and request the construction
unit
to take appropriate measures to ensure that the construction progress
can
meet the schedule. In such instances, the general time limit for
project
shall be kept unchanged. Organize the construction unit to correct
the
original schedule when the progress does not meet the original schedule
for force majeure reason and report it to Party A for approval. After
approval, check the execution as per the corrected construction progress
schedule. Check the safety production and safety
measures.
|
|
13.
|
Be
responsible for organizing various regular engineering meetings related
to
the engineering and coordinate the relationship among all parties
in the
construction.
|
|
14.
|
Put
forward the reasonable opinion to Party A regarding such issues as
engineering quality, progress, cost, safety production and civilization
construction and so on and be responsible for handling all quality
issues
to be occurred in the engineering.
|
Chapter
12 Party B’s site representative
12.1
Party
B’s
site representative
The
site
representative to be assigned by Party B is:________________ to represent Party
B to carry out the this project management and construction progress &
quality control and fulfill as well as execute the instruction to be issued
by
Party A and supervision party.
12.2
Party
B’s rights & obligations
|
1.
|
Party
B must carry out the construction organization as per this contract
and
bidding document. The project manager and managing staff from Party
B must
be on duty full time during the construction progress of engineering
or
subdivisional work to be assigned (including preparation and ending
phase)
and it is prohibited that these staffs have another job with the
other
project. For any changes (①staff
arrangement; ②mechanical
equipment; ③
construction scheme, etc.), they must be report to Party A 1 week
in
advance and they can be executed upon Party A’s approval. If the chief
representative from Party B will be replaced by new a
one
|
-15-
during
the project progress, the new representative must be approved by Party A in
written form and the new one must continue to undertake all responsibilities
undertaken by the previous one at its discretion. It will be considered that
Party B violates the contract if Party B does not follow this item to execute.
1,000 Yuan will be deducted from installment payment as indemnity for violation
once.
|
2.
|
Party
B’s site managing staffs: they shall hold the certificate to be on
duty.
The on-duty certificate shall be checked and approved by Party A
and
supervision party.
|
|
3.
|
Party
B’s request and notice shall be signed by Party B’s project manager in
written version and submitted to Party A with official seal.
|
|
4.
|
Party
B’s project manager and technical director of the project as well as
installation director of steel structure must participate in the
weekly
regular engineering meeting.
|
|
5.
|
Party
B’s technical director and main managing staff in this project must
be
provided with corresponding qualifications with more than 5years
in the
professional construction industry. Other technicians shall have
more than
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 issues relating to
the
construction progress and quality of subdivisonal work, whether the
partitioned project cannot meet contract requirement; if the constructor
not familiar with this profession work, or if the constructor is
without
strong work ethic. Party B shall replace them if any such instances
occur.
|
|
7.
|
Fulfill
the related right and responsibility for Party B specified in this
contract and complete the construction of this project as per the
time
limit for the project and quality as required in this
contract.
|
|
8.
|
Abide
by the related laws and regulations and receive the instruction from
Party
A and supervision party. Perform the construction according to the
construction drawing, design change notice, joint drawing checkup
minutes,
construction specification and acceptance criteria.
|
|
9.
|
It
is prohibited that the equipment and material as well as staff not
related
to this project enter in the construction
site.
|
|
10.
|
Party
B shall provide the on-duty certificate of staff concerned and conformity
certificate of related equipment as well as annual audit certificate
and
so on as well as the labor contract between technical managing staff
above
xxxxxxx level (including xxxxxxx level) and Party B to the supervision
party and Party A before commence.
|
|
11.
|
Party
B shall submit the detailed construction organization design to the
supervision party and Party A within 5 days after receiving the
construction drawing at every pause to be provided by Party A and
carry
out the construction according to the construction organization design
approved by supervision party and Party A strictly.
|
|
12.
|
Perform
the self-check job according to construction drawing, joint drawing
checkup minutes and design modification (or change notice as well
as
current
|
-16-
national
acceptance criteria.
|
13.
|
Do
the construction record and concealed work record well and collect
the
construction data as the commissioning document to transfer it to
Party
A.
|
|
14.
|
If
the drawing and data provided by Party A is not complete or Party
B finds
that it is conflicted between drawings, Party B shall provide the
time
schedule when Party A shall supplement the drawing and data within
7 days
after Party B receives the construction drawing from Party A. In
this time
schedule, Party B shall list the category of drawing and data and
deadline
that Party A shall provide the supplementary drawing and data to
Party B
during the whole time limit for project under the condition that
the
project progress is not affected. During the project construction
progress, Party B also shall remind Party A in written version ahead
of
time. If Party B cannot put forward the above requirements to cause
project delay, all resulting losses from delay will be charged by
Party
B.
|
|
15.
|
Party
B shall provide the <construction plan for next month> and
<monthly report of completed engineering> to Party A in written
report within 4 days after 25th
every month. The construction plan for the next month must be described
in
details and it must include the manpower arrangement, source for
manpower
increasing and engineering amount,
etc.
|
|
16.
|
Provide
the cooperation and management for engineering subcontracted by Party
A
(including 3-party construction contract) according to the agreed
content
in the contract stipulation and general construction coordination
and
cooperation for engineering subcontracted to Party A. Participate
in the
subdivisional work acceptance and completion acceptance for engineering
subcontracted by Party A and 3-party construction
contract.
|
|
17.
|
Party
B shall be responsible for protecting the finished product and
semi-finished product before the project is not transferred to Party
A
after completion. Party B will charge to repair the finished product
and
semi-finished product in case of damage during the protection from
Party
B. If Party A will charge the repairing fee resulting from the advanced
using by Party A.
|
|
18.
|
Clear
up the site within 20 days after the engineering completion and
commissioning and wipe off the door window and sanitary tool and
so on.
The job will be finished and the site will be cleared. The construction
and domestic trash caused by Party B shall be removed. After Party
B
completes the construction, the damaged municipal utilities shall
be
recovered. If Party B is not able to recover or recover them within
specified time, Party A will do this job for Party B and Party B
will
charge this cost.
|
|
19.
|
For
the job completed or cooperation job provided by Party B to be specified
in the contract (including contract, minutes and design change, etc.),
Party A will arrange other units to finish if Party B refuses to
complete
or cannot accomplish as per the contract requirement. The resulting
cost
will be deducted from Party B’s installment
payment.
|
12.3
Party B
shall furnish Party A with a Commitment letter to ensure project schedule,
project quality and safety safeguard and abidance of law.
-17-
Chapter
13 Completion acceptance & project transfer
13.1
Completion acceptance reference
Acceptance
reference for completion
Party
B
provides main codes used for construction drawing approved by Party A according
to the design drawing and tendering document from Party A.
<
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)
<Design
code of building earthquake resistance> (GB50011-2001)
Other
current national related codes and acceptance criteria.
13.2
Completion acceptance procedure
|
1.
|
After
Party B considers that the engineering is provided with the acceptance
completion condition, Party B shall provide the complete data as
needed
for completion and acceptance as well as completion acceptance
application. The supervision party shall organize the preliminary
acceptance immediately after receiving the application. The supervision
party performs the preliminary acceptance for this
project.
|
|
2.
|
For
engineering completion acceptance, Party A is responsible for inviting
the
design institute and exploration institute as well as department
concerned
of government to participate in the acceptance on site. The engineering
quality must reach the qualified
standard.
|
|
3.
|
After
completion acceptance, Party B shall hand over two complete sets
of
completion drawings (The completion drawing must reflect the actual
construction condition accurately and actually and signed and approved
by
Party A’s site managing staff and supervision company with official
seal)—complete engineering data. (including engineering guarantee data,
design change and all approval signatures and related
data).
|
|
4.
|
The
engineering completion must be finished and the acceptance criteria
reached before October 29th.
Party B must exit the construction site and keep the construction
trash
and material on the construction site in order. If site clearing
or site
exiting is not carried out in time, 1% of total construction price
per day
shall be deducted.
|
-18-
Chapter
14 Building final settlement
|
1.
|
Party
B shall submit the completion settlement report and complete settlement
data to Party A’s project department after completion acceptance. Both
parties shall finish reviewing the settlement within 90 days since
Party A
receives the settlement data to be approved after reviewing. Both
parties
use the settlement after reviewing as the basic document of settlement
installment payment in no dissidence condition.
|
|
2.
|
For
the convenience and efficiency of the verification, the settlement
amount
submitted to Party A shall not be 20% higher than the settlement
amount
determined by both parties. Otherwise, Party B shall be responsible
for
the cost of price determination and this cost shall be deducted from
the
progress payment.
|
|
3.
|
The
design change and site approval signature in the completion settlement
data must be sorted out as a volume as per the time sequence number.
The
written signature approved by Party A is used as the settlement
evidence.
|
|
4.
|
For
all auxiliary materials, manpower and machinery in the project, the
quota
shall be executed. No adjustments shall be made.
|
|
5.
|
The
engineering settlement price shall be calculated as per the category
III
engineering in the nation [2003] No.44 document and the total price
is
decreased by 3%.
|
|
6.
|
Any
dispute on the installment payments or total payment shall be resolved
through friendly negotiation. If both parties still cannot reach
an
agreement, both parties can entrust the qualified auditing agency
approved
by the Court to audit and determine the related construction price
and the
auditing conclusion shall be used as the basic payment reference
that
Party A shall pay Party B.
|
Chapter
15 Warranty clause
15.1
Warranty
scope & content
The
warranty scope of this project includes: foundation engineering, steel structure
engineering of main body and waterproof engineering of roofing.
15.2
Warranty
period
The
warranty period shall start from the day when the gained acceptance of
engineering completion and engineering is transferred. Within the warranty
period, if the warranty triggers due to an engineering quality issue from Party
B, the warranty period shall start from the repairing date accordingly. The
time
shall be delayed accordingly as well. For the foundation engineering of house
building foundation and steel structure engineering of main body, the reasonable
service life of this type of engineering to be specified, and the national
regulation shall be followed. For decoration engineering, the warranty period
is
2 years. For waterproof engineering, the warranty period is 5
years.
15.3
Warranty
responsibility
|
1.
|
For
items belonging to the warranty scope, Party B shall arrive at the
site to
carry out the repairing in time after receiving the notice from Party
A
and assuring the
|
-19-
warranty
quality. In emergency conditions, Party A can take the proper emergency measure
before Party B’s staff to arrive at the site and Party B will charge the
resulting cost.
|
2.
|
If
the building is destroyed or the personnel is injured and property
is
damaged because Party B does not fulfill the warranty obligation
in time,
Party B shall undertake the liability of
compensation.
|
|
3.
|
Party
A shall provide the necessary assistance to Party B during the maintenance
process.
|
|
4.
|
Party
B is responsible for the warranty quality. After engineering warranty
project is finished, it shall be accepted and signed by Party A’s
representative. Party B shall ensure that the similar problem cannot
appear within 6 months for engineering warranty project. Otherwise,
the
maintenance still shall be performed even if the warranty period
expires.
|
15.4
Warranty
fund payment
|
1.
|
5%
of project settlement price from Party B is reserved as the project
quality warranty fund while engineering
settlement.
|
|
2.
|
After
the engineering quality acceptance is one year, 40% of engineering
warranty fund shall be paid after signed and approved by Party A.
Afterwards, 15% of engineering warranty fund shall be paid every
one year.
The residual money shall be paid off after acceptance for 5
years.
|
|
3.
|
The
returning of engineering warranty fund does not eliminate Party B’s
warranty responsibility within the warranty
period.
|
15.5
Warranty
breach
|
1.
|
Party
A will contact with Party B according to the contact mode left in
the
warranty agreement from Party B in case of engineering quality issue.
Party A has the right to entrust other party to carry out the repairing
job when there is no one to answer or Party B does not send the serviceman
to carry out the repairing job on site although Party B is
contacted.
|
|
2.
|
Party
B will charge the resulting cost from that Party A entrusts other
party to
carry out the repairing job and Party A’s loss to be caused from that
there is no one to answer or Party B does not send the serviceman
to carry
out the repairing job on site although Party B is contacted in the
above-mentioned item in 100%. These costs shall be deducted from
the
warranty fund.
|
Chapter
16 Insurance
16.1
Party A
is responsible for life property insurance for Party A’s staffs at the
construction site and paying corresponding expenses. Party B shall undertake
all
economic and law responsibilities for staff, economic and other related loss
due
to Party B’s behavior.
16.2
Party B
is responsible for life property insurance for Party B’s staffs and various site
utilities and facilities as well as material insurance at the construction
site
and paying corresponding expenses.
-20-
Chapter
17 Contract into effect/termination
17.1
This
contract will become effective after the legal representative or entrusted
authorized agent from both Party A and Party B sign and stamp with corporate
seal and contract seal. The contract will expire after the engineering
acceptance commissioning and completion settlement is finished and Party B
solves all warranty problems when the warranty period expires.
17.2
Both
parties shall sign the agreements related to project cancellation, project
stoppage, project delay or
terminate this Contract when the project is not constructed, stops construction,
or temporarily stops construction due to the policy adjustment, force majeure
as
well as the reasons out of control of both Party A and Party B, which cause
the
contract cannot be fulfilled continuously.
17.3
The
opposite party of the contract has the right to terminate the contract in case
of one of following situations:
| 1. |
One
of parties concerned expresses clearly that he will not fulfill the
main
obligation before fulfillment period expires.
|
| 2. |
One
of parties concerned delays to fulfill the main obligation and he
still
does not fulfill it within 30 days after
interpellation.
|
| 3. |
One
of parties concerned forfeits the ability or possibly forfeits the
ability
of obligation fulfillment so that the fulfillment ability is not
recovered
or the proper guarantee cannot be provided within the reasonable
period.
|
| 4. |
Both
Party A and B negotiate and agree to terminate this contract.
|
17.4
After
contract termination, Party B shall protect the completed engineering and
purchased material as well as equipment as well as apparatus well and transfer
them in good condition. Party A shall provide the necessary condition for Party
B’s leaving.
17.5
Modified
part or handwritten part in the contract shall be approved by official seal
from
both parties. Otherwise, it is invalid. If both parties cannot solve the
dissension of contract through negotiation, it will be solved by litigation
to
Wuhan Intermediate People's Court.
17.6
Both
parties negotiate and determine all issues not involved in this
contract.
17.7
This
contract shall be executed in six xxxxx. Party A keeps 3 copies; Party B keeps
2
copies and the supervision party keeps 1 copy. This contract comes into effect
upon the execution by both parties.
-21-
|
Name
of construction unit
|
Name
of contracting unit:
|
|
Wuhan
Generator Equipment
|
Hubei
Huadu Construction
|
|
Manufacturing
Co., Ltd (Seal)
|
Co.,
Ltd (Seal)
|
|
Legal
representative:
(signature)
|
Legal
representative: (signature)
|
|
/s/
Xx
Xxx
|
/s/
Yu Chaopeng
|
|
Entrusted
agent: (signature)
|
Entrusted
agent: (signature)
|
|
Address:
|
Address:
|
|
Post
code:
|
Post
code:
|
|
Tel:
|
Tel:
|
|
Fax:
|
Fax:
|
|
Bank
of deposit:
|
Bank
of deposit:
|
|
Account
number:
|
Account
number:
|
|
Unit
of issuing contract
|
|
|
(Stamp)
|
|
|
Hubei
Gongchuang Real Estate Co., Ltd
|
Administration
supervision department of construction for record
|
|
Legal
representative:
(signature)
|
|
|
/s/
Xxxx
Xxxxxx
|
|
|
Entrusted
agent: (signature)
|
|
|
Address:
|
|
|
Post
code:
|
|
|
Tel:
|
|
|
Fax:
|
|
|
Bank
of deposit:
|
|
|
Account
number:
|
-22-
