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Construction Agreement

Construction Agreement

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This Construction Agreement involves

UNITED NATIONAL FILM CORP | Wuhan Generating Equipment Manufacturing Co., Ltd. | Hubei Gongchuang Real Estate Co., Ltd. | Hubei Huadu Construction Co., Ltd.

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Title: Construction Agreement
Date: 2/13/2007

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Exhibit 10.19 


 

Construction Agreement

 

 

Project name: Workshop of Wuhan Generating Equipment Manufacturing Co., Ltd.

Project location: Cang Long Dao 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)

 

 

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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: Cang Long 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

 

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Wuhan Generating Equipment Manufacturing Co., Ltd.

 

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.

 

 

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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

 

 

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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 accept

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