CONTRACT OF RAILWAY CONSTRUCTION 签署日期 The date of 本合同经下述双方签署: This Contractor Contract is signed between the following parties: 老挝铁路总公司(以下简称甲方); Railway Company of Laos Peoples Democratic Public (Hereinafter r
                                        签署日期 The date of      
This Contractor Contract is signed between the following parties:
Railway Company of Laos People’s Democratic Public  (Hereinafter referred to as Party A)
地址:Address  Laos Address: House No: 220, Unit 17, Phonsay Village, Say Settha District, Vientaine Capital, Lao PDR.
联系电话: Contact Telephone
承包方(以下简称乙方):Contractor  (Hereinafter referred to as Party B)
授权项目经理: The authorized project manager is Mr.    
联系电话: Contact Telephone
鉴于甲方经业主授权为老挝沙湾拿吉—老堡铁路基础建设与附属开发区建设部分第      共两个标段进行公开议标,议标后依据老挝国家交通运输部签署的2008年11月10日第MOU号决议,双方缔约于下:
With respect to Laos, Savannakhet to Lao Bao Railway infrastructure construction and the affiliated development zone construction for a total of two packages tender: Part---- &--, Party A is authorized by the owner  to call for bidding, the proposed bid based on the Lao Ministry of Transport’s MOU signed on      , the terms and conditions are as follows :-
(一)    合同内容Content of the contract
Party B ensured that they are the principal substructure/foundation contractor for Laos, Savannakhet to Lao Bao Electrified Railway Construction and the affiliated development zone construction for part V & VI, a total of two tenders. Party B is authorized to organize appropriate qualified and capable construction team to carry out the construction work subject to the final approval of Party A and project owner.
Party B acknowledged that they had fully understood the main text of the contract and appendix; on this basis, agree to work according to the contract.  All of the above documents, appendixes including relevant supplementary agreement, memorandum, quoted price detailed list table are an integral part of this contract
(二)    合同金额The contract amount
This contract is based on the amount given by the owner,  to ASEAN Economic & Trade Center for the second phase of the main contract, tentatively scheduled for USD 600 million, all settlement will be in USD.
This amount is computed based on the realistic volume of work multiply by the unit price, which refers to “the budgetary estimate project”. As for the "sub-bid project", the payment is made based on project quantity and the quoted price detailed list table, the format of the price list table should be mutually consent by both parties. All the payments to Party B are according to the provisions of the contract and its annexes.
After both parties confirmed the project quantity and unit price detailed list table, the unit price will be fixed in this contract.  It includes the construction undertaken by Party B for all costs, expenses, obligations, all kinds of taxes; including those cost resulting from poor construction works such as repair cost and warranty & maintenance cost during the provisions of the contract period. If the market price of fuel, equipment, relevant construction materials and labor appreciate too much, Party A will authorize the price adjustment base on the integrated price within the period of 15 days before & after Party B’s application for adjustment. Audit record shall be reported to the relevant units.
(三)    工期Construction Period
Party B must be based on Lao Government Policy, Regulation and Procedure to complete the contractual work within 48 months from the date, 90 days after the supervision engineer sign the groundbreaking work order. All Lao official holidays are included within the time limit. If Party B for some reasons that cannot complete on schedule, they may make a request for extension of time to Party A by written notice stating the reasons. If Party B confirmed the existence of these reasons, the contract period may be appropriately extended.
(四)移交图纸资料及场地   Drawing Submission & Site Venue
 After signing of this contract, Party B will request Party A for submission of construction drawing of all tenders. (Final revised building construction drawings by the Nominated Railway Designers-1)China Railway Siyuan Survey & Design Group Co., Ltd and 2)China Academy of Building Research-Shanghai Design Institute. They shall effectively determine  the actual project quantity and unit price detailed ). The transfer of work site will be carried out in accordance to a notice issued by Party A to Party B. Minutes of the handover is to be signed for the work site transfer and both parties have a copy . Party B will give a comprehensive actual situation based on the integration of the project quantity, construction drawing and venue. In the absence of party B or its receptor sites within the period specified in the notification, Party A may draft the minute summary as usual, a copy of which will send to Party B. The date of drafting of the minute summary is the date Party B accepting the work site.
(五)查看工地Site Inspection
Party B acknowledged that they have examined the land and surrounding environment, understood and mastered all the construction works related to or affecting the situation, such as geology and soil conditions, water, local climate conditions, road, traffic flow, labor force range.
(六)履约保证金Deposit of Performance Bond
乙方应交履约保证金共计200万美元。其中在签署本中英文版合同并经老挝国家最高法院公证后的15天之内递交100万美元(在开完新闻发布会,再递交履约保证金100万美元。 (注:英文版合同文本是依据本中文版合同文本翻译而成,若有抵触之处以中文版本为准)。
Party B should deposit a performance bond totalling USD 2 million, in which USD 1 million should be submitted within 15 days after signing of the Chinese/English version contract and officially certified by the Lao Supreme Court. The balance of USD 1 million will be submitted after Press Release. (Note: the translated English version contract is according to the Chinese version , should there be any inconsistency, the Chinese version prevailed).
Progressive refund of the Performance bond to party B shall based on the amount of construction work performed, that is also according to the party A progress payment to party B vice versa.
This earnest deposit money shall deposit to Project Owner, Party B must complete the project and fullfill Party A obligation guarantee .  Only when party B breaches the provisons of the contract and causes loss to pary A, Party A is authorized to sue Party B for damages via registration letters and does not need to resort for court order or  other alternative measures.
(七)价格    Price
After both parties acknowledged the handover of the work site, Party B will organizes project engineer & technical personnel to carry on work at the construction site, to submit the quotation and construction organization design within 60 days, Party A will report to project owner appointed financial consultants, project consultants and AETC’s appointed project supervision companies, the project consultant & management companies. Within 30 days, all necessary approved documentations shall submit to Lao Transport Ministry. Verification & audited price will be the final contract price for this project.
Advance payment for project engineering material & work progress payment
After the verification & approval of Party B’s submission, Party A will then pay a deposit of 20% as advance project engineering fee to Party B, but party B has to place a equivalent bank guarantee  with party A.  When the said deposit used up to 60%, Party B shall start apply to party A 10% of the total contract price each time in accordance to the contract work in progress. Party B has to provide a bank guarantee for the same amount to Party A. The bank guarantee can be repeated for each 10% of the progress payments as Payment Guarantee. The last 5% will be held as retention sum for project warranty. The retention will only be released within 10 days after the expiry of the 24 months warranty period.
(九)违约责任    Responsibility of Violation of the Contract
If either of the two parties violates the relevant provisions of the contract, the party violating the contract must pay compensation to the party abiding by the contract , compensation is computed as  2% of the total awarded contract price. Identification standard of the violation action should be based on the  provisions of the signed construction work contract.
Progressive refund of the Performance bond to party B shall based on the amount of construction work performed, that is also according to the party A progress payment to party B vice versa. Case of force majeure reasons that the project could not continue on schedule, upon the Lao government or Owner issuing official termination notice and upon further 180 days of unsuccessful revival of the mentioned project, Party A will unconditionally refund a one-time payment of the paid performance bonds.
(十)  合同份数 Copies of Contract
This contract will be signed by both parties’ representatives in 6 copies, each party hold 3 copies which have the same legal binding effect.
甲   方Party A                     乙   方Party B