Construction Contract Sample 2

7/29/2019 Construction Contract Sample 2

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INTERIOR FITOUT CONSTRUCTION WORKS

AND MANAGEMENT CONTRACT

CONTENTS

I INTERIOR FITOUT CONSTRUCTION WORKS AND

MANAGEMENT CONTRACT

II APPENDIX 1 — CONDITIONS OF CONTRACT

III APPENDIX 2 — SCOPE OF WORKS

IV APPENDIX 3 — ARCHITECTURAL DESIGN DRAWINGS

V APPENDIX 4 — MEP DESIGN DRAWINGS

VI APPENDIX 5 — FORMAL QUOTATION

VII APPENDIX 6 — MASTER PROGRAMME

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INTERIOR FITOUT CONSTRUCTION WORKS AND

MANAGEMENT CONTRACT

THIS CONTRACT is signed on January 16th 2006

Party A: Deutsche Bank AG, Shanghai Branch (hereinafter, “the Employer”)

Party B: Cotik Interior Design and Engineering Co. Ltd. (Shanghai), Room 409, No.315, Wuyi Road, Shanghai, 200050 PRC (hereinafter, “Party B”)

IT IS AGREED AS FOLLOWS

1. The Employer requires the construction and completion of interior fitout works (“theWorks”) for its office at Level 18, Azia Center, 133 Yin Cheng Bei Lu, Lujiazui, PudongShanghai, P.R. China.

2. Party B is an interior fitout works main contractor, possessing all necessary qualificationsand licenses to enable it to carry out the Works in Shanghai.

3. Party B agrees to carry out and complete the Works subject to the terms and conditionsstipulated in Appendix 1 <Conditions of Contract> and Appendix 2 <Scope of Works> toa first-class international standard.

4. Party B shall go through the relevant application and submission approval procedureswith the appropriate authorities and bureaus and obtain all necessary approvals for theWorks provided by Party B under the Contract.

5. Contract SumThis Contract is a Lump Sum Contract in the amount of RMB 7,760,000.00(SAY: Seven Million Seven Hundred Sixty Thousand only RMB).

6. Payment TermsDeposit Payment: 30%Upon AppointmentSecond Payment: 35%Upon receipt of Interim Inspection Approval from

government authoritiesThird Payment: 30%Upon receipt of Final Inspection Approval from governmentauthoritiesRetention Fund: 5% 1 year Retention

If the Employer fails to make payment for the undisputed amounts agreed under theContract, the Employer shall pay a penalty of 0.1 % of the payable amount per day untilthe payment is received by Party B.

7. Completion TimeThe project will be completed by March 27, 2006 .

8. This Contract shall be governed by the Law of P. R. China.

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9. Arbitration

The Employer or Party B may refer a matter to arbitration before China InternationalEconomic and Trade Arbitration Commission, Shanghai Branch, in accordance with the“China International Economic and Trade Arbitration Commission Arbitration Rules” ineffect at the time of the arbitration, if:

(1) The dispute or difference has not been resolved within twenty-one days of thecommencement of negotiation;

(2) No meeting has taken place within twenty-one days of the date of the writtenrequest for negotiation referred to in clause 11.1 of the Conditions of Contract of Appendix 1.

9.1 The Arbitration tribunal shall, without prejudice to the generality of its powers, have power to:

(1) Direct such measurements and/or valuations as may in its opinion be desirable in

order to determine the rights of the Employer and Party B;(2) Ascertain and award any sum which ought to have been the subject of or included

in any certificate, instruction, opinion, decision, requirement or notice;(3) Determine all matters in dispute that shall be submitted to him in the same manner

as if no such certificate, instruction, opinion, decision, requirement or notice had been given.

9.2 The arbitration award shall be final and binding on the Employer and Party B.

10. Each clause in this Contract is independently valid. Any clause’s invalidity or non-enforcement should not affect other clauses’ validity and enforcement.

11. Words and expressions defined in any document included in Appendix 1 or Appendix 2 or any other documents referred to in this Contract shall, unless re-defined herein or thecontext otherwise requires, have the same meanings when used herein.

12. The Contract will be signed in both Chinese language and English. The Standard ChineseContract is for the purpose of submission only. In any event English Contract shallgovern.

13. The Contract has 4 original sets; the Employer and Party B shall take 2 sets respectively.All have same legal effect. .

14. The Contract becomes effective after being signed and chopped by each party’sauthorized representative. The Contract will be automatically void only after theEmployer and Party B’s rights and duties come to end.

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EXECUTED by the parties on the date first written above.

SIGNED & CHOPPEDfor and on behalf of Deutsche Bank AG, Shanghai Branch

Authorized Representative ( )

In the presence of

( )

SIGNED & CHOPPEDfor and on behalf of Cotik Interior Design and Engineering Co. Ltd. (Shanghai)

Authorized Representative ( )

In the presence of

( )

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APPENDIX 1 CONDITIONS OF CONTRACT

1.0 Documents, Obligations and Duties

1.1 Contract Documents

1.1.1 The Contract Documents are comprised of:a) Contract

b) Appendix 1 – Conditions of Contractc) Appendix 2 – Scope of Works and Servicesd) Appendix 3 – Architectural Drawingse) Appendix 4 – MEP Drawingsf) Appendix 5 – Formal Quotationg) Appendix 6 – Master Programme

1.1.2 All documents in the Contract Documents shall be taken asmutually explanatory of one another. If there is anyinconsistency, the priority of the documents shall be the sameas the listing in clause 1.1.1 above.

1.2 Definitions

1.2.1 “Employer” — shall refer to Deutsche Bank AG,Shanghai Branch

1.2.2 “Works” — shall refer to the construction andcompletion of the interior fitout works to the Employer’s

new office premises at Level 18, Azia Center, Pudong,Shanghai, P.R. China for the Employer as stipulated inAppendix 2 <Scope of Works> to which theseConditions belong.

1.2.3 “Landlord” — shall refer to the owner of the Site.

1.2.4

1.2.5

“Landlord’s Nominated Contractors” — shall refer tocontractors as nominated by the Landlord for theexecution of works required to be carried out bycontractor appointed or approved by the Landlord.

“Site” — shall refer to the office premises of theEmployer at Level 18, Azia Center,Pudong Shanghai,P.R. China, to, on, under, in, or through which theWorks is to be executed and any other areas designatedas storage or work areas in connection with theexecution of the Works.

1.2.6 “Contractor” – shall refer to Shanghai Party B Cotik Interior Design and Engineering Co. Ltd.(Shanghai).

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1.3 Contractor’s Obligations

Party B shall in accordance with the Contract Documents carry outand complete the Works with due care and diligence and inaccordance with the highest professional tradesman like standardacceptable to the Employer. The Contractor shall provide all that isnecessary for the proper execution of the Works and for the

performance of his obligations under the Contract.

Party B shall possess design qualification and provide Design andConstruction drawings.

Party B has the responsibility to fully perform the obligations under this Contract.

Party B shall abide the landlord’s fitting-out regulations and take allresponsibility for breach of such regulations.

2.0 Commencement and Completion

2.1 Commencement

The Work under this Contract shall be commenced on January16, 2006.

2.2 Practical Completion

Practical Completion shall be achieved when all testing and

commissioning required to be done and all inspections andapprovals and acceptance required to be made/issued by theLandlord and all government and local authorities in relation tothe Works completed prior to Site handover and move-in by theEmployer have all been done, made or issued; and/or permissionfor occupation of the site is permitted by the government andlocal authorities, pending final issuance of the written permit of Fire Authority and Quality Bureau.

Note that Completion shall mean that the Works have also been

examined by fire fighting authority and quality supervisionauthority as well as the Landlord.

Where any periods of days are mentioned in these documents,they shall be taken to mean Gregorian calendar days inclusive of all holidays, Saturdays and Sundays, days of inclement weather and special holidays announced by the local Governmentexcluding the Chinese Spring Festival Construction IndustryAnnual Leave Period.

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2.3 Warranty

The contractor shall make good at its own cost within areasonable period of time any quality defects that appear and arenotified within 12 months of practical completion. The warrantyexcludes damage caused not due to quality defects in material or

workmanship, and due to the Employer and Third Party’simproper use or other force majeure. The scope of warranty islimited to the parts provided, installed or constructed by Party B,not including the existing building provisions and replacement of expendables.

2.4 Penalty

If the Contractor does not achieve Practical Completion by theCompletion Date then The Employer has the right to require the

payment of a penalty of RMB 15,000.00 per day until thecontractor achieve a Practical Completion. This sum shall be

deducted from the Contract Lump Sum due to Party B.

3.0 Control of the Works

3.1 Assignment

The Contractor shall not, without the prior written consent of theEmployer, assign the whole or any portion of this Contract. TheEmployer may assign its rights under the Contract to another company within the Employer’s group of companies.

3.2 Sub-Letting

3.2.1 The Contractor shall, subject to the prior written approvalof the Employer, be permitted to appoint sub-contractorsto execute any part of the Works.

3.2.2 The Contractor shall indemnify, defend and hold theEmployer harmless against any damage, liability, claim or loss arising from any breach of contract, repudiation,default or failure on the part of any sub-contractor andshall make good any damage or loss suffered by theEmployer.

3.2.3 The Contractor shall ensure that it shall be a condition inany sub-contract that the sub-contract shall terminateimmediately upon the termination (for any reason) of theContractor’s service under this Contract.

Notwithstanding the appointment of any sub-contractor,the Contractor shall be solely responsible for thecompletion of the Works in accordance with the termsand conditions hereof.

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3.3 Variations

3.3.1 The Employer may issue instructions requiring a Variationand he may confirm in writing any Variation made by theContractor.

3.3.2 The term “Variation” means alteration of the scope,design, quality or quantity of the Works as described bythe Contract Documents.

3.3.3 The value of any Variation shall be ascertained promptlyon a fair and reasonable basis using, where relevant, unitrates/prices in the Contract Documents.

3.3.4 Any variations should be submitted to the Employer itsSuperintendent. If variations require additional cost, theEmployer shall confirm the written variation order (“VO”)

provided by Party B before Party B carries out the

instruction or variation. If any such instruction or variation is likely to result in any delay to the completiondate, Party B shall within three days of the issuance of therelevant instruction or variation, apply to the Employer inwriting for an extension of time which shall be granted tothe extent that the requested extension is fair andreasonable. All VO’s should be fully paid after PracticalCompletion.

3.4 Coordination

The Contractor shall closely liaise with any suppliers and

contractors directly engaged by the Employer.

3.5 Jones Lang LaSalle is assigned by the Employer asSuperintendent to supervise the Works and give instruction (other than in respect of VO) on behalf of the Employer.

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3.6 Inspection and Acceptance

The quality assessment acceptance and construction standards are based on the construction drawings, specifications, designvariations, “Standards on Construction Decoration Fitting Out &Acceptance” (GB50210-2001), “General Standards of

Construction Fitting Out Quality Inspection Evaluation”(GB50300-2001) etc.

Both parties shall promptly go through the inspection andacceptance procedures regarding the concealed work. Party Bwill inform Party A immediately upon notification of the date of inspection and acceptance by the relevant authorities. Both PartyA and Party B shall attend inspection for concealed work.

Party B shall inform Party A to inspect and accept the work uponcompletion. Party A will organize inspection and acceptance and

handle the formalities for the inspection and acceptance as well asthe handover within 3 days after the receipt of the notice of inspection and acceptance. If Party A fails to organize theinspection and acceptance within the specified period, Party Ashall promptly inform Party B and specify another inspectionacceptance date. However, Party A shall acknowledge thecompletion date and bear the cost incurred by Party B for takingcare of the site and the relevant cost.

If the inspection is not acceptable due to Party B’s reason, thecost for the rectification will be borne by Party B and the project

schedule remains unchanged.

If the quality or supply of material, equipment or services byParty A or their appointed suppliers delays the project scheduleor influence project quality, then the period of the project may beadjusted accordingly at the request of Party B and cost for therectification will be borne by Party A or its nominated suppliers.

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4.0 Certifications and Payments

4.1 Payment shall be made by Party A to Party B according to theContract.

4.2 Fixed Price

The Contract Sum shall be in lump sum. Unless otherwise provided herein, no account shall be taken in any payment to theContractor of any change in the cost to the Contractor of thelabour, materials, plant and other resources employed in carryingout the Works.

4.3 Schedule of Rates

The Schedule of Rates shall be deemed to be the Contractor’sown breakdown and shall not be subject to remeasurement or

adjustment, including adjustment of any error that may bedetected. The descriptions and quantities shall be for referenceonly and shall not form part of the Contract nor be taken for defining the scope of Works. The unit rates shall be fixed ratesand shall be used for valuation of Variations

5.0 Statutory Obligations, Notices, Fees and Charges

5.1 Fees and Charges

5.1.1 The Contractor shall pay at its sole cost any fees and

charges legally demandable and shall indemnify theEmployer against liability in respect of any such fees andcharges.

5.2 Statutory Requirements

5.2.1 The Contractor shall comply with and give all noticesrequired by any statutory requirement.

5.2.2 If the Contractor finds any discrepancy between anystatutory requirement and the Contract Documents, the

Contractor shall immediately give to the Employer noticespecifying the discrepancy.

5.2.3 If the discrepancy is due to any change in any statutoryrequirement that came into effect after the date for close of

bidding for the Works, then the Contractor shall be entitledto a Variation under the Contract for costs associated withsatisfying the new requirements.

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5.2.4 If, in any emergency, compliance with any statutoryrequirement requires the Contractor to supply materials or carry out works before receiving instructions under clause5.2.3, the Contractor shall supply such materials and labour as are reasonably necessary to immediately comply withsuch statutory requirement. The Contractor shallimmediately inform the Employer of the emergency and of the steps that he is taking.

5.2.5 Work and materials supplied by the Contractor under clause 5.2.4 shall be treated as a Variation, provided thatthe emergency arose as a result of a discrepancy betweenany statutory requirement that came into effect after thedate for close of bidding for the Works and the ContractDocuments or any instruction, and provided the Contractor has complied with clause 5.2.4.

6.0 Injury, Damage and Insurance

6.1 Injury To or Death of Persons

6.1.1 The Contractor shall be liable for and shall indemnify,defend and hold the Employer harmless against anyexpense, liability, loss, claim or proceedings arising under any law in respect of personal injury to or death of any

person, arising out of or caused by the carrying out of theWorks, except to the extent that the same is due to anywillful misconduct or gross neglect of the Employer or of any person for whom the Employer is responsible.

6.1.2 Without prejudice to his liability to indemnify theEmployer, the Contractor shall at its sole cost take out andmaintain insurance to comply with the statutoryrequirements and to cover any other liability for personalinjury or death as is necessary. The Contractor shall ensurethat all its sub-contractors shall take out and maintain their own insurance to comply with the statutory requirements.

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6.2 Injury or Damage to Property

6.2.1 The Contractor shall be liable for and shall indemnify,defend and hold the Employer harmless against anyexpense, liability, loss, claim or proceedings in respect of

any damage to any property real or personal arising out of or caused by the carrying out of the Works, except to theextent that the same is due to any gross negligence, breachof statutory duty, omission or default of the Employer, hisservants or agents.

6.2.2 Without prejudice to his obligation to indemnify theEmployer, the Contractor shall take out and maintain athird party insurance on his own account in respect of theliability referred to in this clause, which shall be for anamount of RMB1,000,000; for any one occurrence or series of occurrences arising out of any one event.

6.3 Insurance of the Works – Fire etc

6.3.1 The Contractor shall at its sole cost insure against loss anddamage by fire, lightning, explosion, storm, tempest, flood,typhoon, bursting or overflowing of water tanks, apparatusor pipes, earthquake, aircraft and other aerial devices or articles dropped there from, riot and civil commotion, allworks executed (including temporary works) and allunfixed materials and goods intended for, delivered to,

placed on or adjacent to the Works until the date that theWorks have reached completion. The insurance shall be inthe joint names of the Employer, the Contractor and allsub-contractors. The insurance shall be the Contractor’sAll Risk policy including a clause of cross liability.

After any inspection required by the insurers in respect of aclaim under the insurance mentioned in this clause, theContractor shall, with due diligence, restore or replacework or materials or goods damaged and dispose of anydebris and proceed with and complete the Works. TheContractor shall not be entitled to any payment in respect

of work or materials or goods damaged or the disposal of any debris other than the monies received under theinsurance (less the percentage to cover professional fees).

6.3.2 The Contractor shall take out and pay for any insuranceunder clause 6.0 on behalf of the Employer, and in the jointnames of the Employer and the Landlord, in accordancewith the Landlord’s requirement of insurance described inthe Landlord’s Fit Out Guide and Rules of the Employer’sRequirements.

6.4 Certificate of Insurance

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The Contractor shall provide certificate of insurance to theEmployer within fourteen days of signing the contract.

7.0 Design Responsibility

7.1 Design Responsibility

7.1.1 In preparing the design and complying with the obligationsunder Clause 7.1.1, the Contractor shall, comply in allrespects with the Employer’s procedures to review thedesign.

7.1.2 In any event, the Contractor shall comply with all localGovernment codes, standards and regulations.Whenever there are differences in specification between the

contractual requirements and the statutory requirements, theone with higher standard shall prevail, provided that it doesnot breach the statutory requirements.

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8.0 Specialist Contractors and Landlord’s Nominated Contractors

8.1 Specialist Contractors

8.1.1 The Contractor shall afford all reasonable facilitiesand opportunities and co-ordinate all access so as to preventany delay to completion of the Works, to :-

(a) any other contractors employed by the Employer andtheir workmen and sub-contractors.

(b) the workmen of the Employer.

(c) the workmen of the Landlord or his contractors whomay be employed in the execution on or near the Siteof any works included in the Contract or of any

contract which the Employer may enter into inconnection with the Works.

8.1.2 The Employer shall notify the Contractor of any SpecialistContractors and shall provide the Contractor with copies of appropriate drawings, specifications and other informationrelating to the Specialist Contract Works.

8.1.3 The Contractor shall provide all attendance to and allow anySpecialist Contractor (his sub-contractors and workmen), tohave access to the Works and the use of such items of

temporary power and water supply and other facilities of which the Contractor is responsible for, as it would beunreasonable for Specialist Contractors to provide for themselves. The Contractor shall co-operate with SpecialistContractors for co-ordination of their works with the Worksas a whole. For these purposes the Contractor shall manageand co-ordinate with the Specialist Contractors as if theywere his sub-contractors. All such reasonable provisionshall add no additional cost to the Contract.

8.2 Landlord’s Nominated Contractors

The Contractor shall employ Landlord’s Nominated Contractors ashis sub-contractors for part of the Works required under theLandlord’s Fit Out Guide and Rules. The Contractor shall provideto the Landlord’s Nominated Contractors so employed at its solecost all necessary drawings, information, documents to show clearlythe scope of works and their obligations and pay to them all sums asmay be agreed for their works. The Contractor shall be heldresponsible for all works carried out by the Landlord’s NominatedContractors as if their works were completed by the Contractor under the Contract.

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9.0 Termination

9.1 Termination by Employer

9.1.1 The Employer may (but not unreasonably or vexatiously)

terminate this Contract if the Contractor:

9.1.1.1 Wholly suspends, without reasonable cause, thecarrying out of the Works before completion;

9.1.1.2 Fails to proceed regularly and diligently with theWorks for a period of fourteen continuous days.

9.1.1.3 Becomes insolvent or bankrupt or is likely tohave a petition presented for a winding up or

bankruptcy order;

9.1.1.4 Shall have offered or given or agreed to give toany person any gift or consideration of any kindin connection with the award or performance of this Contract or if the Contractor shall havecommitted any offence under the law of corruption;

9.1.1.5 Shall have been found to have any illegal activityin connection with the performance of the Worksor otherwise on Site.

9.1.1.6 The Employer has the right to terminate contractif work not complete 21 days after completiondate due to the Contractor’s reason.

9.1.2 In the event of the Employer terminating the Contractor under clause 9.1.1, the Contractor shall immediately give up

possession of the Site of the Works. The Employer shallcarry out a valuation of works completed and materialsdelivered (not including any cost of demobilization) at thedate of termination. The Contractor shall be entitled to be

present at such valuation. The Employer shall not be bound

to make any further payment to the Contractor until after completion of the Works. The Employer may engage and pay other persons to complete the Works and shall beentitled to use all materials and goods brought onto the Site

by the Contractor for the purposes of incorporation in theWorks. The costs for such engagement of third parties tocomplete the Works shall be deducted from the paymentdue to the Contractor.

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9.1.3 The Contractor shall then be entitled to payment of suchamount (if any) as would have been payable to theContractor upon completion by him of the Works. If theamount exceeds the amount that would have been payableto the Contractor upon completion by him of the Works, theexcess shall be recoverable by the Employer from the

Contractor as a debt.

9.1.4 The rights set out in clause 9.1 shall be without prejudice toany other rights or remedies the Employer may possess.

9.2 Termination by Contractor

9.2.1 The Contractor may (but not unreasonably or vexatiously)terminate this Contract if the Employer:

9.2.1.1 Does not pay the amount undisputed and properly due to the Contractor on any Certificate

within fourteen days from the issue of thatinvoice;

9.2.1.2 Or any person for whom he is responsibleinterferes with or obstructs the carrying out of the Works or fails to make the Site available for the Contractor on the commencement date or 7continuous days afterwards;

9.2.1.3 Prevents the carrying out of the Works for acontinuous period of at least one month;

9.2.1.4 Becomes insolvent or bankrupt or is likely tohave a petition presented for a winding up or

bankruptcy order.

Provided that the Contractor shall not terminatethis Contract under this clause unless theEmployer has continued the default as referred toin clauses 9.2.1.1 to 9.2.1.3 for seven days after receipt of a notice from the Contractor specifyingsuch default.

9.2.2 In the event of the Contractor terminate the Contract under clause 9.2.1 the Employer shall pay to the Contractor, after taking into account amounts previously paid, such sum asshall be fair and reasonable for the value of works begunand executed, materials on Site and the removal of alltemporary buildings, plant, tools and equipment. The rightof termination shall be without prejudice to any other rightsor remedies which the Contractor may possess.

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10.0 Loss and Expense

10.1 Disturbance to the Progress of the Works

10.1.1 The Contractor shall notify the Employer if, for reasons beyond the Contractor’s control, the Contractor hasincurred any direct loss and/or expense, for which hewould not be reimbursed by a payment made under anyother provision of these Conditions by reason of the

progress of the Works being materially affected by:

10.1.1.1 The Contractor not having received in duetime necessary instructions, drawings,details or levels from the Employer

10.1.1.2 Any Variation ordered in accordance withclause 3.3; or

10.1.1.3 The opening up for inspection of any work covered up or the testing of any materials or goods, which is not required under thespecifications for the Works or relevantregulations, unless the inspection or testshowed that the Works, materials or goodswere not in accordance with the Contract;or

10.1.1.4 Delay on the part of suppliers, contractorsor others engaged by the Employer insupplying goods or carrying out works notforming part of the Works or;

10.1.1.5 Employer’s instructions issued in regard tothe postponement of any works forming

part of the Works,

Then the Contractor shall submit his claims together with detailed substantiation and the Employer shall

promptly review the loss and expense incurred, if any.

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11.0 Settlement of Disputes

11.1 Negotiation

The Employer and the Contractor shall attempt in good faith to

resolve promptly through negotiation, any dispute or differencearising out of or in relation to the Contract. Within ten days after execution of the Contract, the Employer and the Contractor shalleach designate a senior person preferably not involved in the day today administration of the Contract, with authority to settle disputes.If a dispute or difference should arise, the senior persons shall meetat least once and attempt in good faith to resolve the dispute or difference. For such purpose any senior person may request inwriting to meet the other, within ten days of the date of the request,at a mutually agreed time and place. If the senior persons are unableto resolve the dispute or difference either within twenty-one days of the date of the first meeting or if no meeting has taken place within

twenty-one days of the date of the written request, then any one of the Employer or the Contractor may refer the matter to arbitrationin accordance with Arbitration clause in this Contract.

11.2 Time Periods

11.2.1 Any time period referred to in clauses 11.1 can beextended by written agreement between the Employer andthe Contractor.

11.2.2 A reference under clauses 11.1 above may be made during

the currency of the Contract. None of the Employer or theContractor shall be released from continuing performanceof his obligations under this Contract by reason of suchreference.

12.0 Workmen Living on Site - Not AllowedThe Contractor shall not allow the workmen, to cook and live on the Site atany time throughout the Contract.

13.0 Quality of Materials and WorkmanshipThe whole of the materials, goods and workmanship shall be consistentwith the highest professional tradesman like standard. All Works shall be incompliance with the Employer’s Requirements and any requirement of thelocal statutory standards and regulations whichever is higher in standard.

13.1 Material selection should comply with the attached material finishesschedule and sample board submitted.

14.0 As-built DrawingsOne set of as-built drawings, operation and maintenance manuals andwarranty of equipment, furniture and fittings shall be submitted to theEmployer within four weeks after the Completion of Works.

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15.0 Force Majeure

15.1 If any circumstance beyond one party’s reasonable control,including without limitation obstacle, failure or delay of transportation; fire; riot; war and abidance to any government lawor regulation, affects directly or indirectly the party’s ability toimplement the contract, no party of the contract shall beresponsible for the delayed implementation and failure of implementation.

15.2 If any party of the Contract cannot carry out any obligation under the Contract due to occurrence of force majeure, the party shallnotify other party without delay and deal with the consequencesrising from force majeure with other party on the basis of honestyand trust.

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APPENDIX 2 SCOPE OF WORKS

SCOPE OF WORKS

The Works required under this Contract comprise:

a) the completion and revision of design in accordance with the Employer’s Requirement and production of all drawings, details and information for the presentation of design, approvalfrom the Employer before the commencement of Works and construction of the Works;

b) all submission to or approval from the Landlord and local authorities as and whennecessary;

c) all necessary coordination and liaison with the Landlord, Landlord’s Nominated Contractor,Specialist Contractor, Subcontractors so as to assure the execution and completion of Works within the Contract Period;

d) preparation of detail drawings, submission of material/equipment samples and erection of mock-up samples as and when required by the Contract and included in the biddingrequirements;

e) construction/provision of the Works in accordance with the approved drawings,specifications and details as may be issued from time to time. The Works shall include butnot be limited to the following :-(i) Partitions, doors and ironmongery(ii)Wall, door and ceiling finishes(iii) Blinds to curtain walls(iv) Built-in custom-made furniture and fixtures

(v) Lighting(vi) Power supply(vii) Logo(viii) Carpet(ix) All authority charge and landlord charge(x) Flooring(xi) Demolition(xii) All ceiling works(xiii) All works outlined in RFP package

f) all works that are required to be carried out by the Landlord’s Nominated Contractors.(i) Fire Services and FM 200(ii) HVAC

g) The scope, however, does not include the provision of: -(i) Office automation equipment, PABX(ii) Refrigerator, coffee maker, microwave, water machine and other appliance for

pantry(iii) Plants and art works(iv) PC(v) IT/cabling

(vi) Door security system and CCTV(vii) System furniture

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h) The CONTRACTOR will be responsible for coordination, general direction and inspectionof all construction and installation work on the site, including control over and

measurement of quantites (if applicable).i) The CONTRACTOR will provide the supervision of their SUB-CONTRACTORS to insurecommon finishes shall be pursued with minimial variances. All of the building structures areto similiar in workmanship quality, etc.

j) The CONTRACTOR will be responsible for management of material and equipmenttransportation routing to the port of embarkation, customs clearance, and road / railtransport to the jobsite. The CLIENT shall reasonably assist in obtaining any permits to beapplied under CLIENT’S name as required by the PRC.

k) The CONTRACTOR will review design documents with a frequency and level of detail thatinsures familiarity with design concepts, systems, materials of construction, cleanlinessrequirements, etc.

l) All elements of the work shall be adequately checked and coordinated by theCONTRACTOR internally to ensure that there are no conflicts between architectural,structural, mechanical, electrical, controls, interiors, furniture and other portions of thework, or between drawings and specifications.

QUALITY CONTROL

m) Vendor’s and CONTRACTOR’S drawings shall be reviewed by the contractor to ensurecompatibility with other equipment and compliance with the CLIENT’S approveddocuments.

n) Where required, physical and chemical test certificates will be obtained, performance tests

witnessed and other tests and reviews carried out to ensure that material and equipmentmeets the CLIENT’S approved quality and performance requirements.

SAFETY / LABOR / ENVIRONMENTAL

o) CONTRACTOR shall employ a designated Health, Safety and Environmental officer stationed at the site to maintain safety programs of the CONTRACTOR’S highest standardand which is satisfactory to and in full compliance with local and national Governmentallaws and regulations and those of the CLIENT.

p) A Health, Safety and Environmental plan specific to the site shall be submitted to CLIENT

in writing for approval upon appointment and prior to commitment of any and all work.

COMMISSIONING & HANDOVER AT COMPLETION AND ISSUANCE AND RECEIPT OFA CERTIFICATE OF OCCUPANCY (CO):

q) Completion of the various stages of construction shall be certified by the CLIENT and punch lists prepared by the CLIENT shall be promptly rectified by the CONTRACTOR.

r) Commissioning shall be carried out by the CONTRACTOR in junction with the relevantvendor representative and witnessed by the CLIENT. The CONTRACTOR shall performthese tests on all related systems provided and installed within his scope.

s) The CONTRACTOR shall promptly correct and rectify the punch list items and verify

completion of all items at handover and shall carry out a final punch list inspection with theCLIENT at the end of the defects liability period.

t) CONTRACTOR shall develop a list of vendor documents and Operation & Maintenance

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manuals which are to be handed over to the CLIENT before the commissioning.u) CONTRACTOR shall outline project payment structure for CLIENT’S approval.v) Training CLIENT representatives in the operation and maintenance systems.w) Warrantees after issuance of Certificate of Occupancy (CO):

Please list the time frame and warrantees that will be provided for the major structuralcomponents and individual building systems, and costs.

FUNCTIONAL REQUIREMENTS

1. CONTRACTOR’S proposal shall fully comply with the CLIENT’S requirements. A Local Design Institute may be nominated by CLIENT for the project All necessary submissions, including the preparation of construction documents and

drawings.

2. All local and national Chinese business taxes of works in China to be submitted as a

reimbursable expense. This estimate is to be included in the CONTRACTOR’S estimatedreimbursable costs, and CONTRACTOR shall verify percentage cost on bid form. It isessential that all taxes are paid and proof is obtained and provided to the CLIENT.

3. The CONTRACTOR shall undertake to:

A. Translate CLIENT’S requirements into a program of work, in quantitative andqualitative terms, to accomplish the objective;

B. Define all management and technical functions and establish their boundaries;C. Ensure that systems and procedures for carrying out the project are properly applied

throughout the project;

D. Establish the responsibility of all parties to the project clearly and coordinate them sothat individually and collectively they carry out their tasks efficiently;

E. Ensure that progressive reviews takes place of the scope, cost and schedule of the project in a manner to permit effective control of performance;

F. Assess changes promptly and make recommendations where necessary;G. Assess the status of the work at regular intervals, trace causes of deficiencies

promptly and take corrective action.

4. Authority/Government submissions and permits:

A. The CONTRACTOR shall be responsible to secure all business licenses and permits

and comply with all applicable laws, ordinances and regulations and carry out allnecessary submissions and ensure the conditions of contract with respective vendorsand sub-Contractor’s require full compliance.

B. CONTRACTOR shall be responsible to obtain any and all permits required by Chinalaw.

5. Compliance:

All CONTRACTOR works produced must be checked and reviewed for contractualcompliance.

The reviews allow a check on progress, functional adequacy, conformity to criteriaand the CONTRACTOR’S understanding of the Project and suitability of the designto fulfill the needs of the customer.

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The CLIENT does not provide a technical checking service. The CONTRACTOR isresponsible for detailed reviews, back checking, coordination of all work and for thetechnical adequacy of the design.

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APPENDIX 3 ARCHITECTURAL DRAWINGS

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APPENDIX 4 MEP DESIGN DRAWINGS

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APPENDIX 5 FORMAL QUOTATION

Construction Contract Sample 2

Documents

Transcript of Construction Contract Sample 2