Part I Agreement
This Agreement is signed between Weihai Economic & Technology Development Zone Longhai Properties Co., Ltd. (hereinafter referred to as "the Client") and Weihai Tianhen Project Consulting Management Co., Ltd. (hereinafter referred to as the "Supervisor") through mutual consultation.
I. Brief information of the project for which the Client desires those supervision services should be performed by the Supervisor (hereinafter referred to as "the Project") is as follows:
Project Name: Longhai
II. In this Agreement words shall have the same meanings as are assigned to them in Part II of this Supervision Contract (hereinafter referred to as “the Contract”) - Standard Conditions.
III. The following documents shall be deemed to form part of this Agreement:
IV. In consideration of the payment to be made by the Client to the Supervisor as hereinafter mentioned, the Supervisor hereby covenants with the Client to perform supervision services in the scope as stated in the Conditions of Particular Application in conformity with the provisions of the Contract.
V. The Client hereby covenants to pay the Supervisor, in consideration of the performance of the supervision services, such amount as may become payable under the provisions of the Contract at the times and in the manner and currency type prescribed by the Contract.
In witness whereof the parties hereto have caused this Agreement to be executed from August, 2009 to December, 2010. If for any reasons the project stops for more than one month uninterrupted, the ending date will be postponed with same periods.
This Agreement has four sets of original copies, they have the same legal effect, and each party shall hold two copies.
This contract is signed on 21 st August 2009
Definitions, Applicable Languages and Laws
Article 1 The following words and expressions shall have the meanings assigned to them except where the context otherwise requires:
Article 2 This Supervision Contract shall be governed by Chinese laws, statutes, administrative regulations, and departmental rules & regulations, local laws, rules & regulations specified in the Standard Conditions and Conditions of Particular Application.
Obligations of the Supervisor
Article 4 The Supervisor shall designate the Supervision Team and superintendents necessary for carrying out the supervising works; provide to the Client a name-list of the Chief Supervision Engineer, main staff of the Supervision Team and a supervision plan and perform the supervision services within the scope of work as stated in the Conditions of Particular Application. During the execution of the Contract, the Supervisor shall submit supervision report to the Client at regular interval as stated in the Contract.
Article 5 The Supervisor shall exercise reasonable care and diligence, provide advice at an appropriate level in the performance of the obligations under the Contract to the Client and indemnify the lawful rights and interests of various parties.
Article 6 Any facilities and articles supplied by the Client for use by the Supervisor shall be properly used and maintained and remain the property to the Client. When the services are completed or terminated the Supervisor shall deliver to the Client such facilities and unconsumed articles in good working order.
Article 7 During the contract period or after the Contract is terminated, without the consent of the Client, the Supervisor shall not disclose the confidential information in relation to the Project and the Contract.
Obligations of the Client
Article 8 The Client shall pay an advance payment to the Supervisor prior to the commencement of the services of the Supervisor, if such advance payment is stated in the Conditions of Particular Application.
Article 9 The Client shall be responsible for all coordination of external relationships in relation to the construction of the Project. If the Client assigns part or all of such coordination works to the Supervisor as is necessary, then the work to be assigned and relevant terms of remuneration shall be specified in the Supplemental Clauses.
Article 10 The Client shall, within the agreed time, provide to the Supervisor free of charge all information pertaining to the Project and necessary for the supervision services.
Article 11 On all matters properly referred to him in writing by the Supervisor, the Client shall give his decision in writing within the time specified in the Conditions of Particular Application of the Contract.
Article 12 The Client shall appoint a Client's Representative (to be specified in the Conditions of Particular Application) who is familiar with the Project and able to make decision within specified time for the purpose of contacting the Supervisor. Should the Client's Representative be replaced, the Client shall notify the Supervisor in advance.
Article 13 The Client shall timely notify the awarded Contractor, in writing, of the power of the Supervisor, roles and authorities of main staff of the Supervisor. Such information shall be made clear in the contract signed by the Client and any third party.
(1) List of suppliers & manufacturers of the raw materials, components and parts, mechanical equipment etc. to be used in the Project;
(2) List of coordinators, cooperators in relation to the development of the Project.
Article 15 The Client shall furnish free of charge (including utility fees) to the Supervisor the site office, telecommunication connection, accommodation and other facilities specified in the Conditions of Particular Application.
Article 16 Given certain circumstances, if the two parties agree that the Client shall arrange at his own expense for the provision of other personnel to the Supervisor, such agreement shall be reflected in the Conditions of Particular Application.
Rights of the Supervisor
Article 17 The Supervisor should have the following rights within his scope of work. It is hereby understood that any and all of the following activities shall also be considered as the obligation of the Supervisor, who shall perform the following activities whenever it is needed in order to ensure completion of the Project in the best possible manner and according to the relevant contractual documents and applicable laws:
(1) The right and obligation to make recommendations on the selection of the General contractor
(2) The right and obligation to make recommendations on the selection of the Sub-contractor
(3) The right and obligation to make recommendations to the Client in the respects of the project including project size, design standard, planning design, technological design and performance requirements.
(4) The right and obligation to advise, in the principles of safety and optimum, the Client on the technical problems in the design. If the design is found to be not in conformity with the Quality Standards promulgated by the State or specified in the Design Contract, the Supervisor shall report to the Client in writing.
(5) The right and obligation to review the construction management plan and the technical proposal and to make recommendation to the Client for changes that the Contractor could implement to ensure quality, on-time completion and cost reduction.
(6) Conduct appropriate arrangement and co-ordination with relevant organisations, which can exert beneficial influence to the development of the Project. For all such matters the Supervisor shall first report to the Client in advance and seek the authority of the Client to make such arrangements and co-ordination.
(7) Having obtained the consent of the Client, the Supervisor has the right to give command with regards to commencement, suspension and resumption of the works. But before doing so, he shall report to the Client. The Client’s Representative will be available for contacting in phone to discuss emergency and other matters.
(8) Right and obligation to check and inspect the materials to be used in the Project and quality of construction and to advise the Contractor immediately of any non-conformities. Should the Contractor continue to use the materials after the non-conformity has been identified, then the Supervi