外资银行设计施工一体化总包协议DESIGNCONSTRUCTIONAGREEMENT中英双语.pdf

DESIGN/CONSTRUCTION AGREEMENT for ANZ Bank Shanghai Branch&Office Interior Design&Fit-Out Project Between Australia and New Zealand Banking Group Limited (Client)and I-action (Contractor)STANDARD CONTRACT AGREEMENT This Agreement,dated as of *2009 by and between *.(Contractor),an independent contractor,having a principal place of Shanghai and*Group Limited.(“Client”).WHEREAS,Contractor wishes to provide certain business and/or professional services as set forth in Appendix A(Services),which is attached hereto and made a part hereof;and WHEREAS,Client wishes to procure the Services from Contractor,for good and valuable consideration,as is more fully described in Appendix B(“Bill of Quantities”(BOQ)&Appendix C(Design Drawing)attached hereto and made a part hereof.NOW,THEREFORE,in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration,the adequacy and receipt of which are hereby acknowledged,the parties hereto agree as follows:1.Scope of Services Contractor agrees to perform the Services as set forth in Appendix A to this Agreement and required by Client during the term of this agreement and any extensions thereof.Contractor will provide the Services to Client with its offices located at*,Shanghai,PRC(the“Project”).Notwithstanding the provisions contained herein,nothing in this Agreement shall limit the amount of or the frequency of Clients requirements.Contractor acknowledges and agrees that it is obligated to provide the services needed and requested by Client other than the Services throughout the term of this Agreement and any extensions thereof.2.Term of Agreement 2.1 This Agreement shall commence as of *2009 and shall expire 12 months upon the scheduled completion date,which is *2009(“Completion Date”).The 12 months period is intended to be the defects liability period(“Defects Liability Period”),in which the Contractor is obliged to rectify and repair,at its own cost(except for consumable),any defects in connection with the Services provided and upon receipt of notice of such defects from Client.Should both Client and Contractor agree in writing,this Agreement may be extended for up to an additional sixty(60)day period commencing from the Completion Date.2.2 In the case that one party is in breach of any terms or conditions of this Agreement and fails to rectify the breach within seven(7)days upon written notice by the other party,or is presumed or deemed to be unable or admits inability to pay its debts as they fall due by reason of actual or anticipated financial difficulties,or files a petition for winding-up,or shall go into liquidation(save for the purpose of amalgamation or reorganization),or suffers judicial compulsory execution over all or any part of its assets(each an“Event of Default”),the other party may terminate this Agreement.Upon any such termination by Client in accordance with Article 2.2 hereof,Contractor shall only be compensated for all costs incurred for that portion of the Service then performed deducting any losses and damages so incurred by the Client due to such termination,including but not limited to any rent losses incurred by the delay of the Service,and Contractor shall be liable for any costs incurred by Client in completing the Project in excess of the difference between the Contract Price and the amount paid to Contractor by Client as to the date of termination.2.3 Client reserves the right to terminate this Agreement at its sole discretion by giving not less than seven(7)days prior notice in writing to Contractor.In such event,Contractor shall be paid its actual costs for that portion of the Service completed up to the date of termination.3.Site Investigation 3.1 Contractor has satisfied itself with the nature and location of the Project,the character of equipment and facilities needed prior to and during the performance of the Service,the general and local conditions and other matters which can reasonably be expected to affect the Service/Project.3.2 Contractor has conducted all necessary surveys on the physical characteristics,premise,geological and subsurface conditions,legal limitations and utility locations in connection with the Service/Project.4 Performance of the Service 4.1 Contractor shall diligently perform the Service in order to achieve completion by the Completion Date.4.2 Contractor shall,at its own expense,keep the site of the Project free from accumulation of rubbish and waste materials.Upon completion of the Service,Contractor shall remove all rubbish,waste materials,temporary structures,equipment and surplus materials.4.3 Client shall have full and free access to the Project location to inspect the performance of Service by Contractor.In case that Client finds out any item of work inconsistent with the requirements under this Agreement,Client shall have the right to require Contractor re-perform such work at Contractors cost,.5.Materials,Equipment and Appliances 5.1 Unless otherwise provided by the Agreement,Contractor shall provide and pay the cost,including taxes,for all materials,labor,equipment,tools,transportation and all other services and facilities necessary for completion of the Service except as otherwise stated in Appendix A to this Agreement.5.2 Unless otherwise specified,all materials incorporated in the Service shall be new and both workmanship and material shall be of good quality and comply with all relevant national standards set out by the laws of the Peoples Republic of China(“PRC”for the purpose of this Agreement,excludes Hong Kong Special Administrative Region,Macao Special Administrative Region and Taiwan).Contractor shall,if required,furnish satisfactory evidence as to the kind and quality of workmanship and materials.6.Labor and Supervision 6.1 Contractor shall at all times maintain good discipline and order among its employees.Contractor shall provide competent,suitably qualified personnel to perform the work assigned to them.6.2 Contractor shall employ on the site of the Project a competent superintendent and such necessary assistants to represent Contractor and receive communications for Contractor from Client.Important communications shall be confirmed by Client in writing.6.3 Client,at its sole discretion,may require Contractor in writing to remove any superintendent,employee,or agent of Contractor from any site where the Project is being performed.7.Permits,Licenses and Regulations Contractor shall acquire and maintain any approvals,registrations,permits or licenses to be qualified for the Service under this Agreement and give all notices and comply with all laws,ordinances,rules and regulations in connection with the performance of the Service.If the drawings and specifications are in violation of any laws,ordinances,rules and regulations,Client shall be promptly notified of such violation.Any necessary changes in the Services as a result of such violation shall be made by Contractor and at Contractors cost.8.Inspection of Work 8.1 Client shall have the right to inspect the site during the course of the Service.Notwithstanding such inspection,Contractor will be held responsible for the acceptability of the finished Service,and defective work shall be corrected.8.2 Client and its representatives shall at all times have access to the Project whenever it is in preparation or progress,and Contractor shall provide proper facilities for such access and for inspection.8.3 Contractor shall give not less than three(3)days prior notice to Client if any portion of the work is to be covered.If a portion of the work has been covered without prior notice to Client,Client may request to see such part.Upon such request,Contractor shall uncover such work.The costs of the relevant uncovering and replacement shall be undertaken by Contractor.9.Suspension of Work Client may at any time by notice to Contractor suspend further performance of all or any portion of the Service by Contractor.The notice shall specify the date and the estimated duration of the suspension.Any suspension shall not exceed ten(10)consecutive working days,nor shall the total of all suspensions exceed thirty(30)calendar days.Upon receiving any such notice,Contractor shall promptly suspend further performance of the Service to the extent specified in the notice,and during the period of such suspension,shall properly take care of and protect all work in progress and materials,supplies,and equipment that Contractor has on hand for performance of the Service.Client may at any time withdraw the suspension of performance of Service as to all or part of the suspended work by notice to Contractor specifying the effective date and scope of withdrawal,and Contractor shall resume diligent performance of the Service for which the suspension is withdraw.In case all or any portion of the Service is suspended,the Completion Date shall be extended for the same period of time.10.Completion and Acceptance 10.1 Contractor shall notify Client upon completion of the Service for inspection.10.2 If any portion of the permanent construction has been satisfactorily completed and Client determines that such portion of the permanent construction is not required for the operations of Contractor,Client may issue to Contractor a certificate of partial completion,and Client may take over and use the portion of the permanent construction described in such certificate.10.3 The issuance of a certificate of partial completion shall not operate to release Contractor from any obligation under this Agreement but shall determine the beginning date of any warranties solely applicable to the completed portion.10.4 Contractor shall be responsible for the Service in accordance with the requirements under this Agreement.Client shall be entitled to request Contractor to re-perform,repair or rectify,at the cost of Contractor,any work inconsistent with the requirements under this Agreement.If such work has not been re-performed,repaired or rectified within five(5)days(or such longer period as Client may reasonably agree)upon request by Client,Client shall be entitled to be compensated by Contractor for all costs or damages incurred in relation to such delay,offset such costs or damages by deducting from payments of the Contract Price,or terminate this Agreement.10.5 Upon completion of the Service,Contractor shall complete or deliver to Client the following:a.repair of defect items as requested by Client;b.a copy of all as-built drawings;c.testing and commissioning reports(including but not limited to reports of testing and commissioning done off-site,internal air quality reports and IPVT reports);d.all operation and maintenance manuals;e.relevant keys;and f.other excess buildings materials,documents,reports and/or things that Client may reasonably request.11.Protection of the Public,the Work and the Property 11.1 Contractor shall be responsible for initiating,maintaining,and supervising all safety precautions and programs in connection with the Service.11.2 Contractor shall take all reasonable precaution for the safety of,and shall provide all reasonable protection to prevent damage,injury or loss to:a.all employees on the Service and all other persons who may be affected;b.all the Service and its materials and equipment;and c.other property at or adjacent to the site of the Project.11.3 Contractor shall give all notices and comply with all applicable laws,ordinances,rules,regulations and lawful orders of any public authority bearing on the safety of persons or property or their protection from damage,injury or loss.11.4 In any emergency affecting the safety of persons or property,Contractor shall timely act to prevent threatened damage,injury or loss.12.Payment for Services 12.1 The total Contract Price is RMB*Million*Hundred*Thousand*Hundred and*and Cents*Only(RMB*)(Excluding UPS&TMS sum;including CRAC unit,Provisional sum for Security and AV System in the sum of RMB*and Optional sum for Staircase in the sum of RMB*)The payment schedule will be followed as:(1)20%of the Contract Price will be paid within ten(10)working days after signing of the letter of intent(“Letter of Intent”)by Client and Contractor;(2)45%of the Contract Price will be paid within ten(10)working days upon ceiling cover-up acceptance of site work;(3)30%of the Contract Price will be paid within ten(10)working days upon FSB approval and acceptance by Client;and(4)5%of the Contract Price will be paid within ten(10)working days upon twelve(12)months(Defect Liability Period)after the practical completion.12.2 Client agrees to pay Contractor in accordance with the rates and guidelines set forth in Appendix B(“BOQ”).Contractor shall submit,an itemized invoice for Services,supporting documents(including but not limited to certification by the cost manager(s)appointed by Client,site photos,testing reports and certification from Government),and others requested by Client to Client for review and approval.Each such bill shall be payable within 10 days after receipt by Client.Whenever Client would require additional services,Contractor should prior submit the estimation of fees on the required additional service,including all related costs and expenses for approval by Client.Client shall not be liable to pay for any additional services or related costs and expenses if Client has not approved such additional services in writing.12.3 Deliveries of works and/or components in accordance with the specifications shall be in compliance with the agreed delivery dates as set forth in Appendix D(“Master Schedule”).Failing to meet these requirements shall result in Client having the right to remedy the failure by replacing components not delivered or non-conforming and offsetting any increase in price by deducting from invoices on components already received and/or canceling that portion of the order which is delayed or non-conforming at no penalty and with complete refund of deposits and/or recovery of the maximum legal damages allowed under the laws of the PRC.Pending the settlement or resolution of the issue(s),which cause the non-payment by Client under this provision shall not constitute an Event of Default under this Agreement.It is understood that Client shall only pay the amounts due that are not in dispute.12.4 Liquidated Damages:Client shall be entitled to recover from Contractor liquidated damages calculated at the daily rate of 0.1%of the Contract Price during the period of time during which the Project or Service remains incomplete beyond the Completion Date.12.5 Contractor agrees that all work,materials and equipment covered by an application for payment will pass to Client free and clear of all liens,claims,security interests or encumbrances.12.6 Client,on the basis of reasonable and verifiable evidence,may withhold from any payment of such amounts as may be necessary for protection against loss caused by defective work not remedied.When this ground is removed,payment shall be made of the amount withheld.13.I