The PPP Project Agreement (hereinafter referred to as the "Agreement") was signed by the following parties on * * May, 1965:
Party A (1): legal representative of * * Municipal Inland River Management Office (hereinafter referred to as "Party A"):
(2) Party: * * Legal representative of Jianning Water Investment Group Co., Ltd:
(3) Party A:
Legal representative:
(Unless otherwise specified below, Party B and Party B are hereinafter referred to as "Party B") (a) The * * * Municipal People's Government conducted a value-for-money demonstration and evaluated its financial affordability. It is decided to adopt the PPP (Public-Private-Partnership) model to build the * * * * * * river basin management project (hereinafter referred to as the "project"), and adopt the minutes of the coordination meeting No.2004/2005 of the * * * Municipal People's Government. 20 14 127 (see annex 65438+ for details).
(b) Party A selects Party B as the social capital winning bidder of this project through competitive negotiation, and grants it the right to operate this project by signing this agreement with Party B. ..
After Party B establishes the project company in * * * in accordance with the Joint Venture Agreement (see Annex 3 for details) and the Articles of Association (see Annex 4 for details), the project company will fully undertake the project through the supplementary agreement.
Abide by the rights and obligations of Party B under this Agreement.
(c) The project company is an enterprise legal person established by Party B according to law to implement the design, financing, construction, operation, management and handover of the project.
In order to implement this project and clarify the related matters of subsequent operation and management, all parties, based on the principles of equality, voluntariness and mutual benefit, have issued the Operation Guide for the Cooperation Mode of Government and Social Capital (Trial) (Notice on Issues Related to Popularizing and Applying the Cooperation Mode of Government and Social Capital (No.Jin Cai [20 14]76) and Notice on Printing and Distributing the Operation Guide for the Cooperation Mode of Government and Social Capital (Jin Cai).
I. Definitions and Interpretation of Article 1 General Provisions 1. 1 Definitions The following definitions apply to this Agreement:
This agreement refers to the project agreement signed by Party A and Party B, including all annexes, and any supplementary modification agreements and annexes of the project agreement that may be signed in the future, and each part is regarded as a part of this agreement.
This project refers to the PPP project for watershed management of the Botanical Garden section (Zhongwei River) in the upper reaches of Zhupai River.
Party a 1 refers to the inland river management office of * * *.
* * * * Jianning Water Investment Group Co., Ltd. ..
Party B refers to the social capital party of this project selected by Party A through competitive negotiation, and in this agreement, it refers to * * Co., Ltd.
The project company refers to the enterprise legal person established by Party B according to this agreement for the design, financing, construction, operation, management and handover of this project.
Management right refers to the right granted by the government to the project company to exclusively operate a public product or service within a certain time and scope.
The management right mentioned in this agreement refers to the right to invest, optimize design (or build, operate, maintain and transfer project assets and the right to obtain income.
Project documents during the cooperation period refer to 10 year from the effective date of this agreement (including the construction period), including but not limited to the following documents:
(1) This Agreement and its annexes; (2) financing documents; (3) Other documents related to the project.
Project facilities refer to the facilities related to the project within the red line of this project.
Project assets refer to all assets related to the project, including but not limited to:
(a) buildings, structures, equipment, facilities, fences, landscaping, etc. Necessary for the implementation of watershed management services; (b) Intellectual property rights owned by Party B under this project; (c) contractual rights stipulated in the project documents; (d) Operation and maintenance of records, quality assurance plans and other documents.
China only refers to People's Republic of China (PRC) in this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Province Province.
Laws refer to all applicable laws, regulations, rules, local regulations, judicial interpretations, standards and norms promulgated by government departments or other applicable mandatory requirements and legally binding normative documents in People's Republic of China (PRC).
Legal change refers to any applicable law promulgated, revised, abolished or reinterpreted after the effective date, which leads to substantial changes in the rights and obligations of Party A or Party B under this Agreement.
Government banks refer to the nationalization, expropriation and requisition of any superior government department of Party A (above the provincial level).
Approval In order to enable Party B to perform its obligations and exercise its rights under this agreement, Party B must or hopes to obtain any license, license, consent, authorization, exemption or approval required by government agencies for investment, optimization design, construction, operation and transfer of the project company according to law.
Lender's financing document refers to the lender or project fund provider in the financing document.
Refers to the loan agreement, guarantee agreement, letter of guarantee and other documents related to the construction and operation of the project or any part thereof, but does not include the investment commitments or contributions made by shareholders, construction performance guarantee, operation and maintenance guarantee and handover and maintenance guarantee.
The construction performance bond refers to the bond provided by Party B according to the provisions of Article 5.3 to ensure its performance of the construction obligations under this Agreement.
Operation and maintenance letter of guarantee refers to the letter of guarantee submitted by Party B in accordance with the provisions of Article 17 to guarantee its performance of operation and maintenance obligations under this Agreement.
Handover maintenance guarantee refers to the guarantee submitted by Party B in accordance with the provisions of Article 20.5 to guarantee its performance of handover and quality assurance obligations under this Agreement.
The construction period refers to the period from the effective date of this agreement to the date of completion acceptance.
Commencement date refers to the date when the project starts construction. See Article 8.2 of this Agreement for the specific date.
Prudent engineering and operational practices on the commercial operation day refer to the date agreed in Article 14.3 of this Agreement.
It refers to the standards of competence, diligence, prudence and foresight of skilled and experienced contractors or operators in the same business under the same or similar circumstances.
For the purpose of this project, prudent engineering and operation practices shall include but not limited to taking reasonable measures to ensure that:
(a) The project has sufficient materials, resources and supplies under normal circumstances, and can reasonably predict abnormal situations; (b) Having a sufficient number of staff with sufficient experience and appropriate training, able to operate the project properly and effectively according to the corresponding manuals and technical specifications, and able to handle emergencies; (c) Preventive routine and unconventional maintenance and repair shall be carried out by knowledgeable, well-trained and experienced personnel to ensure the long-term, reliable and safe operation of this project.
Dispute settlement procedure refers to the dispute settlement procedure mentioned in Article 25 of this Agreement.
Government departments refer to:
1. China: the State Council and its subordinate ministries, commissions, bureaus, departments and banks, any judicial or military authority in China, or other administrative entities with administrative functions of the central government; 2. Provincial, municipal, district and county local governments and their functional departments.
Termination notice refers to the notice sent by both parties to the other party in accordance with Article 23.5 of this Agreement.
Notice of Termination Intention refers to the notice sent by both parties to the other party in accordance with Article 23.5 of this Agreement.
The effective date refers to the date when Party A and Party B affix their seals and sign by their legal representatives or authorized clients.
Working day refers to any day when public institutions generally work except statutory rest days and statutory holidays or holidays in China.
Termination Date The handover date refers to the date when this Agreement is terminated in advance.
Refers to the first business day after the expiration of the cooperation period (applicable to the expiration and termination of this agreement), or other date when the destination facilities are handed over with the written consent of both parties.
1.2 Interpretation The headings in this agreement are for convenience only and do not affect the interpretation of the terms. The following provisions shall also apply to the interpretation of this agreement, unless the context clearly indicates that it does not apply.
In this Agreement, (a) an agreement or document includes an agreement or document that is revised, updated, supplemented or replaced; "Yuan" means RMB yuan; (c) Clauses or annexes: refer to the clauses or annexes of this Agreement; (d) Unless otherwise expressly agreed in this Agreement, "including" means including but not limited to: unless otherwise expressly agreed in this Agreement, the number above, below, within or within all includes this number, but excluding this number;
(e) Unless otherwise agreed in this Agreement, one or both of the above parties are both parties to this Agreement, including their respective legal successors or assigns; (f) Day, month and average year refer to the day, month and year of the Gregorian calendar, in which a year is 365 days and a month is 30 days; (g) The headings in this Agreement shall not be regarded as a natural interpretation of this Agreement, and all components of this Agreement have the same legal effect and equal importance; (h) This Agreement does not restrict or otherwise affect Party A and other government departments in exercising their prescribed administrative powers. During the validity period of this agreement, if the relevant agreements under this agreement are incorporated into the relevant laws and regulations at that time and fall within the management authority of Party A or other government departments, such legal provisions shall apply; (i) Payment is required on non-working days: this means that payment should be made on the first working day after that date.
Article 2 Basic rights and obligations of both parties 2. 1 Basic rights and obligations of Party A (I) Basic rights of Party A during the cooperation period:
(1) The assets formed by investment and construction during the construction period of this project, as well as the assets formed by investment renewal, replacement or upgrading during the operation period, shall be owned by Party A during the cooperation period.
(ii) Have the right to cancel the construction performance guarantee or operation and maintenance guarantee or transfer the funds under the maintenance guarantee according to the agreement; (3) Have the right to supervise Party B's investment, construction, operation, maintenance and handover of this project in real time; If it is found to be inconsistent with this proposal, it has the right to instruct Party B to make corrections within a time limit.
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