Exhibit 10.21
(English Translation)
SUPERVISION CONTRACT
FOR CONSTRUCTION PROJECT
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
International Plaza
Project Location: West of Qingdao Road, South of Bohai Road
Project Size: approximately 54,817 m 2
Total Investment: approximately RMB 100,000,000
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:
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(1)
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This Agreement;
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(2)
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Standard Conditions of the
Contract;
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(3)
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Conditions of Particular
Application;
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(4)
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Supplementary documents and
amendments jointly signed by the two parties during the execution
of the Contract.
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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.
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The Client:
Weihai Economic & Technology
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The Supervisor:
Weihai Tianhen Project Consulting
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Development
Zone Longhai Properties Co., Ltd.
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Management Co.,
Ltd.
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(seal)
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(seal)
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Address:
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Address:
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Legal
Representative: (signature)
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Legal
Representative: (signature)
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Principal
bank:
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Principal
bank:
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Bank account
no.:
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Bank account
no.:
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Tel.
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Tel.
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This contract is signed on 21 st
August 2009
Part II
Standard Conditions
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:
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(1)
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"Project" means the project for
which the supervision services are to be provided.
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(2)
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"Client" means the party who is
responsible for the direct investment and who employs the
Supervisor, and legal successors to the Client.
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(3)
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"Supervisor" means the party who
is employed by the Client to perform supervision services and
assume supervision liabilities, and legal successors to the
Supervisor.
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(4)
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"Supervision Team" means the
group of staff sent by the Supervisor to carry out supervision on
the site of the Project.
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(5)
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"Chief Supervision Engineer"
means the person certificated by the local authority as Chief
Supervision Engineer and designated by the Client and Supervisor to
be fully responsible for supervising the execution of the
Contract.
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(6)
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"Contractor" means the person(s)
other than the Supervisor with whom the Client signs contract in
relation to the construction of the Project.
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(7)
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"Normal Services" means the scope
of supervision work prescribed in the Conditions of Particular
Application.
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(8)
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"Additional Services" means: 1)
works outside of the scope of supervision work, and added to the
Contract by written agreement of the parties; 2) additional works
as a result of addition to the scope of construction work or
program delay on the part of the Client or the
Contractor.
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(9)
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"Exceptional Services" means the
works other than the Normal Services and the Additional Services,
but which are necessarily performed by the Supervisor in accordance
with Article 38.
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(10)
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"day" means the period between
any one 0:00 a.m. and the next.
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(11)
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"month" means a period of one
month according to the Gregorian Calendar commencing with any day
of the month.
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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.
Article
3 The Contract shall be
written in Chinese, if certain terms include more than two
languages, then both of which shall be equally binding.
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.
Article
14 The Client shall
notify to Contractor to provide the following information to the
Supervisor within such a time that the Supervisor's work will not
be hampered:
(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
