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INTERIOR FITOUT CONSTRUCTION WORKS AND MANAGEMENT CONTRACT

CONTENTS I INTERIOR FITOUT CONSTRUCTION WORKS AND MANAGEMENT CONTRACT APPENDIX 1 CONDITIONS OF CONTRACT APPENDIX 2 SCOPE OF WORKS APPENDIX 3 ARCHITECTURAL DESIGN DRAWINGS APPENDIX 4 MEP DESIGN DRAWINGS APPENDIX 5 FORMAL QUOTATION APPENDIX 6 MASTER PROGRAMME

II III IV V VI VII

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INTERIOR FITOUT CONSTRUCTION WORKS AND MANAGEMENT CONTRACT

THIS CONTRACT is signed on January 16th 2006 Party A: Party B: Deutsche Bank AG, Shanghai Branch (hereinafter, the Employer) 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 (the Works) for its office at Level 18, Azia Center, 133 Yin Cheng Bei Lu, Lujiazui, Pudong Shanghai, P.R. China. Party B is an interior fitout works main contractor, possessing all necessary qualifications and licenses to enable it to carry out the Works in Shanghai. Party B agrees to carry out and complete the Works subject to the terms and conditions stipulated in Appendix 1 <Conditions of Contract> and Appendix 2 <Scope of Works> to a first-class international standard. Party B shall go through the relevant application and submission approval procedures with the appropriate authorities and bureaus and obtain all necessary approvals for the Works provided by Party B under the Contract. Contract Sum This Contract is a Lump Sum Contract in the amount of RMB 7,760,000.00 (SAY: Seven Million Seven Hundred Sixty Thousand only RMB). Payment Terms Deposit Payment: 30%Upon Appointment Second Payment: 35%Upon receipt of Interim Inspection Approval from government authorities Third Payment: 30%Upon receipt of Final Inspection Approval from government authorities Retention Fund: 5% 1 year Retention If the Employer fails to make payment for the undisputed amounts agreed under the Contract, the Employer shall pay a penalty of 0.1 % of the payable amount per day until the payment is received by Party B. 7. 8. Completion Time The project will be completed by March 27, 2006 .

2. 3.

4.

5.

6.

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 International Economic and Trade Arbitration Commission, Shanghai Branch, in accordance with the China International Economic and Trade Arbitration Commission Arbitration Rules in effect at the time of the arbitration, if: (1) (2) The dispute or difference has not been resolved within twenty-one days of the commencement of negotiation; No meeting has taken place within twenty-one days of the date of the written request 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) (2) (3) 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; Ascertain and award any sum which ought to have been the subject of or included in any certificate, instruction, opinion, decision, requirement or notice; 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 10. 11.

The arbitration award shall be final and binding on the Employer and Party B. Each clause in this Contract is independently valid. Any clauses invalidity or nonenforcement should not affect other clauses validity and enforcement. 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 the context otherwise requires, have the same meanings when used herein. The Contract will be signed in both Chinese language and English. The Standard Chinese Contract is for the purpose of submission only. In any event English Contract shall govern. The Contract has 4 original sets; the Employer and Party B shall take 2 sets respectively. All have same legal effect. . The Contract becomes effective after being signed and chopped by each partys authorized representative. The Contract will be automatically void only after the Employer and Party Bs rights and duties come to end. - END -

12.

13. 14.

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EXECUTED by the parties on the date first written above. SIGNED & CHOPPED for and on behalf of Deutsche Bank AG, Shanghai Branch

Authorized Representative ( In the presence of

SIGNED & CHOPPED for 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 Contract c) Appendix 2 Scope of Works and Services d) Appendix 3 Architectural Drawings e) Appendix 4 MEP Drawings f) Appendix 5 Formal Quotation g) Appendix 6 Master Programme All documents in the Contract Documents shall be taken as mutually explanatory of one another. If there is any inconsistency, the priority of the documents shall be the same as the listing in clause 1.1.1 above.

1.1.2

1.2

Definitions 1.2.1 1.2.2 Employer shall refer to Deutsche Bank AG, Shanghai Branch Works shall refer to the construction and completion of the interior fitout works to the Employers new office premises at Level 18, Azia Center, Pudong, Shanghai, P.R. China for the Employer as stipulated in Appendix 2 <Scope of Works> to which these Conditions belong. Landlord shall refer to the owner of the Site. Landlords Nominated Contractors shall refer to contractors as nominated by the Landlord for the execution of works required to be carried out by contractor appointed or approved by the Landlord. Site shall refer to the office premises of the Employer at Level 18, Azia Center,Pudong Shanghai, P.R. China, to, on, under, in, or through which the Works is to be executed and any other areas designated as storage or work areas in connection with the execution of the Works. Contractor shall refer to Shanghai Party B Cotik Interior Design and Engineering Co. Ltd. (Shanghai).

1.2.3 1.2.4

1.2.5

1.2.6

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1.3

Contractors Obligations Party B shall in accordance with the Contract Documents carry out and complete the Works with due care and diligence and in accordance with the highest professional tradesman like standard acceptable to the Employer. The Contractor shall provide all that is necessary 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 and Construction drawings. Party B has the responsibility to fully perform the obligations under this Contract. Party B shall abide the landlords fitting-out regulations and take all responsibility for breach of such regulations.

2.0

Commencement and Completion 2.1 Commencement The Work under this Contract shall be commenced on January 16, 2006. 2.2 Practical Completion Practical Completion shall be achieved when all testing and commissioning required to be done and all inspections and approvals and acceptance required to be made/issued by the Landlord and all government and local authorities in relation to the Works completed prior to Site handover and move-in by the Employer have all been done, made or issued; and/or permission for occupation of the site is permitted by the government and local 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 supervision authority 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 Government excluding the Chinese Spring Festival Construction Industry Annual Leave Period.

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2.3

Warranty The contractor shall make good at its own cost within a reasonable period of time any quality defects that appear and are notified within 12 months of practical completion. The warranty excludes damage caused not due to quality defects in material or workmanship, and due to the Employer and Third Partys improper use or other force majeure. The scope of warranty is limited 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 the Completion Date then The Employer has the right to require the payment of a penalty of RMB 15,000.00 per day until the contractor 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 the Employer, assign the whole or any portion of this Contract. The Employer may assign its rights under the Contract to another company within the Employers group of companies. 3.2 Sub-Letting 3.2.1 The Contractor shall, subject to the prior written approval of the Employer, be permitted to appoint sub-contractors to execute any part of the Works. The Contractor shall indemnify, defend and hold the Employer 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 and shall make good any damage or loss suffered by the Employer. The Contractor shall ensure that it shall be a condition in any sub-contract that the sub-contract shall terminate immediately upon the termination (for any reason) of the Contractors service under this Contract. Notwithstanding the appointment of any sub-contractor, the Contractor shall be solely responsible for the completion of the Works in accordance with the terms and conditions hereof.

3.2.2

3.2.3

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3.3

Variations 3.3.1 The Employer may issue instructions requiring a Variation and he may confirm in writing any Variation made by the Contractor. The term Variation means alteration of the scope, design, quality or quantity of the Works as described by the Contract Documents. The value of any Variation shall be ascertained promptly on a fair and reasonable basis using, where relevant, unit rates/prices in the Contract Documents. Any variations should be submitted to the Employer its Superintendent. If variations require additional cost, the Employer 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 completion date, Party B shall within three days of the issuance of the relevant instruction or variation, apply to the Employer in writing for an extension of time which shall be granted to the extent that the requested extension is fair and reasonable. All VOs should be fully paid after Practical Completion.

3.3.2

3.3.3

3.3.4

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 as Superintendent 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, design variations, 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 and acceptance procedures regarding the concealed work. Party B will inform Party A immediately upon notification of the date of inspection and acceptance by the relevant authorities. Both Party A and Party B shall attend inspection for concealed work. Party B shall inform Party A to inspect and accept the work upon completion. Party A will organize inspection and acceptance and handle the formalities for the inspection and acceptance as well as the handover within 3 days after the receipt of the notice of inspection and acceptance. If Party A fails to organize the inspection and acceptance within the specified period, Party A shall promptly inform Party B and specify another inspection acceptance date. However, Party A shall acknowledge the completion date and bear the cost incurred by Party B for taking care of the site and the relevant cost. If the inspection is not acceptable due to Party Bs reason, the cost 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 by Party A or their appointed suppliers delays the project schedule or influence project quality, then the period of the project may be adjusted accordingly at the request of Party B and cost for the rectification will be borne by Party A or its nominated suppliers.

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4.0

Certifications and Payments 4.1 4.2 Payment shall be made by Party A to Party B according to the Contract. Fixed Price The Contract Sum shall be in lump sum. Unless otherwise provided herein, no account shall be taken in any payment to the Contractor of any change in the cost to the Contractor of the labour, materials, plant and other resources employed in carrying out the Works. 4.3 Schedule of Rates The Schedule of Rates shall be deemed to be the Contractors own breakdown and shall not be subject to remeasurement or adjustment, including adjustment of any error that may be detected. The descriptions and quantities shall be for reference only and shall not form part of the Contract nor be taken for defining the scope of Works. The unit rates shall be fixed rates and 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 the Employer against liability in respect of any such fees and charges.

5.2

Statutory Requirements 5.2.1 5.2.2 The Contractor shall comply with and give all notices required by any statutory requirement. If the Contractor finds any discrepancy between any statutory requirement and the Contract Documents, the Contractor shall immediately give to the Employer notice specifying the discrepancy. If the discrepancy is due to any change in any statutory requirement that came into effect after the date for close of bidding for the Works, then the Contractor shall be entitled to a Variation under the Contract for costs associated with satisfying the new requirements.

5.2.3

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5.2.4

If, in any emergency, compliance with any statutory requirement requires the Contractor to supply materials or carry out works before receiving instructions under clause 5.2.3, the Contractor shall supply such materials and labour as are reasonably necessary to immediately comply with such statutory requirement. The Contractor shall immediately inform the Employer of the emergency and of the steps that he is taking. Work and materials supplied by the Contractor under clause 5.2.4 shall be treated as a Variation, provided that the emergency arose as a result of a discrepancy between any statutory requirement that came into effect after the date for close of bidding for the Works and the Contract Documents or any instruction, and provided the Contractor has complied with clause 5.2.4.

5.2.5

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 any expense, 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 the Works, except to the extent that the same is due to any willful misconduct or gross neglect of the Employer or of any person for whom the Employer is responsible. Without prejudice to his liability to indemnify the Employer, the Contractor shall at its sole cost take out and maintain insurance to comply with the statutory requirements and to cover any other liability for personal injury or death as is necessary. The Contractor shall ensure that all its sub-contractors shall take out and maintain their own insurance to comply with the statutory requirements.

6.1.2

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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 any expense, 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 the extent that the same is due to any gross negligence, breach of statutory duty, omission or default of the Employer, his servants or agents. Without prejudice to his obligation to indemnify the Employer, the Contractor shall take out and maintain a third party insurance on his own account in respect of the liability referred to in this clause, which shall be for an amount of RMB1,000,000; for any one occurrence or series of occurrences arising out of any one event.

6.2.2

6.3

Insurance of the Works Fire etc 6.3.1 The Contractor shall at its sole cost insure against loss and damage by fire, lightning, explosion, storm, tempest, flood, typhoon, bursting or overflowing of water tanks, apparatus or pipes, earthquake, aircraft and other aerial devices or articles dropped there from, riot and civil commotion, all works executed (including temporary works) and all unfixed materials and goods intended for, delivered to, placed on or adjacent to the Works until the date that the Works have reached completion. The insurance shall be in the joint names of the Employer, the Contractor and all sub-contractors. The insurance shall be the Contractors All Risk policy including a clause of cross liability. After any inspection required by the insurers in respect of a claim under the insurance mentioned in this clause, the Contractor shall, with due diligence, restore or replace work or materials or goods damaged and dispose of any debris and proceed with and complete the Works. The Contractor 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 the insurance (less the percentage to cover professional fees). 6.3.2 The Contractor shall take out and pay for any insurance under clause 6.0 on behalf of the Employer, and in the joint names of the Employer and the Landlord, in accordance with the Landlords requirement of insurance described in the Landlords Fit Out Guide and Rules of the Employers Requirements.

6.4

Certificate of Insurance

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The Contractor shall provide certificate of insurance to the Employer 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 obligations under Clause 7.1.1, the Contractor shall, comply in all respects with the Employers procedures to review the design. In any event, the Contractor shall comply with all local Government codes, standards and regulations. Whenever there are differences in specification between the contractual requirements and the statutory requirements, the one with higher standard shall prevail, provided that it does not breach the statutory requirements.

7.1.2

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8.0

Specialist Contractors and Landlords Nominated Contractors 8.1 Specialist Contractors 8.1.1 The Contractor shall afford all reasonable facilities and opportunities and co-ordinate all access so as to prevent any delay to completion of the Works, to :(a) (b) (c) any other contractors employed by the Employer and their workmen and sub-contractors. the workmen of the Employer. the workmen of the Landlord or his contractors who may be employed in the execution on or near the Site of any works included in the Contract or of any contract which the Employer may enter into in connection with the Works.

8.1.2

The Employer shall notify the Contractor of any Specialist Contractors and shall provide the Contractor with copies of appropriate drawings, specifications and other information relating to the Specialist Contract Works. The Contractor shall provide all attendance to and allow any Specialist Contractor (his sub-contractors and workmen), to have 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 be unreasonable for Specialist Contractors to provide for themselves. The Contractor shall co-operate with Specialist Contractors for co-ordination of their works with the Works as a whole. For these purposes the Contractor shall manage and co-ordinate with the Specialist Contractors as if they were his sub-contractors. All such reasonable provision shall add no additional cost to the Contract.

8.1.3

8.2

Landlords Nominated Contractors The Contractor shall employ Landlords Nominated Contractors as his sub-contractors for part of the Works required under the Landlords Fit Out Guide and Rules. The Contractor shall provide to the Landlords Nominated Contractors so employed at its sole cost all necessary drawings, information, documents to show clearly the scope of works and their obligations and pay to them all sums as may be agreed for their works. The Contractor shall be held responsible for all works carried out by the Landlords Nominated Contractors 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 9.1.1.2 9.1.1.3 Wholly suspends, without reasonable cause, the carrying out of the Works before completion; Fails to proceed regularly and diligently with the Works for a period of fourteen continuous days. Becomes insolvent or bankrupt or is likely to have a petition presented for a winding up or bankruptcy order; Shall have offered or given or agreed to give to any person any gift or consideration of any kind in connection with the award or performance of this Contract or if the Contractor shall have committed any offence under the law of corruption; Shall have been found to have any illegal activity in connection with the performance of the Works or otherwise on Site. The Employer has the right to terminate contract if work not complete 21 days after completion date due to the Contractors reason.

9.1.1.4

9.1.1.5

9.1.1.6

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 shall carry out a valuation of works completed and materials delivered (not including any cost of demobilization) at the date 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 be entitled to use all materials and goods brought onto the Site by the Contractor for the purposes of incorporation in the Works. The costs for such engagement of third parties to complete the Works shall be deducted from the payment due to the Contractor.

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9.1.3

The Contractor shall then be entitled to payment of such amount (if any) as would have been payable to the Contractor upon completion by him of the Works. If the amount exceeds the amount that would have been payable to the Contractor upon completion by him of the Works, the excess shall be recoverable by the Employer from the Contractor as a debt. The rights set out in clause 9.1 shall be without prejudice to any other rights or remedies the Employer may possess.

9.1.4 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 that invoice; Or any person for whom he is responsible interferes with or obstructs the carrying out of the Works or fails to make the Site available for the Contractor on the commencement date or 7 continuous days afterwards; Prevents the carrying out of the Works for a continuous period of at least one month; Becomes insolvent or bankrupt or is likely to have a petition presented for a winding up or bankruptcy order. Provided that the Contractor shall not terminate this Contract under this clause unless the Employer has continued the default as referred to in clauses 9.2.1.1 to 9.2.1.3 for seven days after receipt of a notice from the Contractor specifying such 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 as shall be fair and reasonable for the value of works begun and executed, materials on Site and the removal of all temporary buildings, plant, tools and equipment. The right of termination shall be without prejudice to any other rights or remedies which the Contractor may possess.

9.2.1.2

9.2.1.3 9.2.1.4

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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 Contractors control, the Contractor has incurred any direct loss and/or expense, for which he would not be reimbursed by a payment made under any other 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 due time necessary instructions, drawings, details or levels from the Employer Any Variation ordered in accordance with clause 3.3; or The opening up for inspection of any work covered up or the testing of any materials or goods, which is not required under the specifications for the Works or relevant regulations, unless the inspection or test showed that the Works, materials or goods were not in accordance with the Contract; or Delay on the part of suppliers, contractors or others engaged by the Employer in supplying goods or carrying out works not forming part of the Works or; Employers instructions issued in regard to the postponement of any works forming part of the Works,

10.1.1.2 10.1.1.3

10.1.1.4

10.1.1.5

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 difference arising out of or in relation to the Contract. Within ten days after execution of the Contract, the Employer and the Contractor shall each designate a senior person preferably not involved in the day to day administration of the Contract, with authority to settle disputes. If a dispute or difference should arise, the senior persons shall meet at least once and attempt in good faith to resolve the dispute or difference. For such purpose any senior person may request in writing 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 unable to 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 arbitration in accordance with Arbitration clause in this Contract. 11.2 Time Periods 11.2.1 Any time period referred to in clauses 11.1 can be extended by written agreement between the Employer and the 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 the Contractor shall be released from continuing performance of his obligations under this Contract by reason of such reference.

12.0

Workmen Living on Site - Not Allowed The Contractor shall not allow the workmen, to cook and live on the Site at any time throughout the Contract. Quality of Materials and Workmanship The whole of the materials, goods and workmanship shall be consistent with the highest professional tradesman like standard. All Works shall be in compliance with the Employers Requirements and any requirement of the local statutory standards and regulations whichever is higher in standard. 13.1 Material selection should comply with the attached material finishes schedule and sample board submitted.

13.0

14.0

As-built Drawings One set of as-built drawings, operation and maintenance manuals and warranty of equipment, furniture and fittings shall be submitted to the Employer within four weeks after the Completion of Works.

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15.0

Force Majeure 15.1 If any circumstance beyond one partys reasonable control, including without limitation obstacle, failure or delay of transportation; fire; riot; war and abidance to any government law or regulation, affects directly or indirectly the partys ability to implement the contract, no party of the contract shall be responsible for the delayed implementation and failure of implementation. If any party of the Contract cannot carry out any obligation under the Contract due to occurrence of force majeure, the party shall notify other party without delay and deal with the consequences rising from force majeure with other party on the basis of honesty and trust.

15.2

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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 Employers Requirement and production of all drawings, details and information for the presentation of design, approval from the Employer before the commencement of Works and construction of the Works; all submission to or approval from the Landlord and local authorities as and when necessary; all necessary coordination and liaison with the Landlord, Landlords Nominated Contractor, Specialist Contractor, Subcontractors so as to assure the execution and completion of Works within the Contract Period; 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 bidding requirements; 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 but not 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 all works that are required to be carried out by the Landlords Nominated Contractors. (i) Fire Services and FM 200 (ii) HVAC 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

b) c)

d)

e)

f)

g)

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h) i) j)

k) l)

The CONTRACTOR will be responsible for coordination, general direction and inspection of all construction and installation work on the site, including control over and measurement of quantites (if applicable). The CONTRACTOR will provide the supervision of their SUB-CONTRACTORS to insure common finishes shall be pursued with minimial variances. All of the building structures are to similiar in workmanship quality, etc. The CONTRACTOR will be responsible for management of material and equipment transportation routing to the port of embarkation, customs clearance, and road / rail transport to the jobsite. The CLIENT shall reasonably assist in obtaining any permits to be applied under CLIENTS name as required by the PRC. The CONTRACTOR will review design documents with a frequency and level of detail that insures familiarity with design concepts, systems, materials of construction, cleanliness requirements, etc. All elements of the work shall be adequately checked and coordinated by the CONTRACTOR internally to ensure that there are no conflicts between architectural, structural, mechanical, electrical, controls, interiors, furniture and other portions of the work, or between drawings and specifications.

QUALITY CONTROL

m) n)

Vendors and CONTRACTORS drawings shall be reviewed by the contractor to ensure compatibility with other equipment and compliance with the CLIENTS approved documents. 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 equipment meets the CLIENTS approved quality and performance requirements.

SAFETY / LABOR / ENVIRONMENTAL

o)

p)

CONTRACTOR shall employ a designated Health, Safety and Environmental officer stationed at the site to maintain safety programs of the CONTRACTORS highest standard and which is satisfactory to and in full compliance with local and national Governmental laws and regulations and those of the CLIENT. 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 OF A CERTIFICATE OF OCCUPANCY (CO):

q) r) s) t)

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. Commissioning shall be carried out by the CONTRACTOR in junction with the relevant vendor representative and witnessed by the CLIENT. The CONTRACTOR shall perform these tests on all related systems provided and installed within his scope. 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 the CLIENT at the end of the defects liability period. CONTRACTOR shall develop a list of vendor documents and Operation & Maintenance
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u) v) w)

manuals which are to be handed over to the CLIENT before the commissioning. CONTRACTOR shall outline project payment structure for CLIENTS approval. Training CLIENT representatives in the operation and maintenance systems. Warrantees after issuance of Certificate of Occupancy (CO): Please list the time frame and warrantees that will be provided for the major structural components and individual building systems, and costs.

FUNCTIONAL REQUIREMENTS

1.

CONTRACTORS proposal shall fully comply with the CLIENTS requirements. A Local Design Institute may be nominated by CLIENT for the project All necessary submissions, including the preparation of construction documents and drawings. 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 CONTRACTORS estimated reimbursable costs, and CONTRACTOR shall verify percentage cost on bid form. It is essential that all taxes are paid and proof is obtained and provided to the CLIENT. The CONTRACTOR shall undertake to: A. Translate CLIENTS requirements into a program of work, in quantitative and qualitative 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 so that 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.

2.

3.

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 all necessary submissions and ensure the conditions of contract with respective vendors and sub-Contractors require full compliance. B. CONTRACTOR shall be responsible to obtain any and all permits required by China law.

5.

Compliance:

All CONTRACTOR works produced must be checked and reviewed for contractual compliance. The reviews allow a check on progress, functional adequacy, conformity to criteria and the CONTRACTORS understanding of the Project and suitability of the design to fulfill the needs of the customer.

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The CLIENT does not provide a technical checking service. The CONTRACTOR is responsible for detailed reviews, back checking, coordination of all work and for the technical 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

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