国际BOT合同英文.docx

1、国际BOT合同英文AGREEMENT OF BOT PROJECTThis Agreement is made and entered into by and betweenThe government of_(hereinafter called B) representedby_(hereinafter called A)And_Corporation, a company duly organized and existing under thelaws of the Peoples Republic of China with its principal officeat_(herei

2、nafter called C).Whereas, A and C concluded the Memorandum Concerning _Projecton the _and C had been given Exclusive Right from B to carryout investigation and implement _Project (hereinafter calledthe Project) by way of joint financing between C and B (so called BOT).Whereas, the loan agreement, gu

3、arantee agreement, letter of guarantee,etc. shall constitute integral components of this Agreement. The Projectsinstalled capacity is _.Now therefore, the parties hereby agree as follows:1. Definition and InterpretationProject means the planning, feasibility study, design andengineering, constructio

4、n, equipping, completion, testing, commissioningand operation of the infrastructure project.Project Cost means the cost specified in Clause 3.Operation Period means the period specified in Clause 10.1 from thestarting date of commercial operation of the infrastructure project.Completion Date means t

5、he day upon which C certifies that theinfrastructure project has successfully completed its testing and canstart Operation Period.Force Majeure shall have the meaning specified in Clause 16.Project Scope means the scope of supply and services of C inconnection with the execution of the Project as de

6、scribed in Annex 2.Site means the site for the infrastructure project including_, special roads, and other areas for construction as specifiedin Annex 2.Transfer Date means the day following the last day of the OperationPeriod.New Company means the Company to be established between C and_entity as s

7、pecified in Clause 5.Investment Agreement means the Agreement on Mutual Encouragement andProtection of Investment between the Government of the Peoples Republicof China and the Government of the _.Exclusive Right means the special power granted to C or New Companyin the Memorandum, Agreement and its

8、 annex.Day means the solar calendar day.2. The Project2.1 The Project shall be named as _.2.2 The infrastructure project is intended to be located at_. The exact location of the infrastructure project may beadjusted at the stage of detailed design in consideration of the sitecondition.2.3 The Projec

9、t shall be implemented on Building, Operation andTransfer Basis.2.4 The Project shall be composed of _, _,_, the details of which shall be as attached Annex 2 - Scope ofthe Project.2.5 The final feasibility study report and detailed design afteracceptance of B and C shall form basis for the developm

10、ent and completionof the Project.3. The Project Cost3.1 The project cost is $_, interest of the construction periodis $_, the total project cost is $_, and the details ofwhich are shown in Annex 3 - Project Cost.3.2 The total project cost shall comprise but not limited to thefollowing costs and the

11、details of the project cost shall be as attachedAnnex 3 - Project Cost:1) Cost for feasibility study, design and engineering and otherconsulting services;2) Cost for construction and installation;3) Cost for purchasing equipment and materials;4) Cost for administration including overseas expenses;5)

12、 Overhead and miscellaneous expenses;6) Contingencies;7) Interest during the construction period (_% per annum plusbank commission);8) Premium for construction insurance and export credit insurance.3.3 The Project Cost shall be based on the feasibility study reportand in case of a substantial variat

13、ion in investment arising from geologicreasons, the additional part to the Project Cost shall be approved by B.An additional investment agreement or contract should be concluded betweenB and C.4. Responsibilities for Project Execution4.1 C shall be responsible for the following provided that if anda

14、fter New Company is established, responsibilities shall be transferred toNew Company and be shared by the members of New Company:1) the design and engineering, procurement, construction andcommissioning of the Project;2) all costs in connection with the building of the infrastructureproject and the

15、arrangement of all necessary funding;3) operation of the infrastructure project;4) transfer of the infrastructure project to B on the Transfer Date;4.2 B shall be responsible for:1) the arrangement of:the provision of all necessary development approvals, permits,consents, site leases, access and oth

16、er rights for C or New Companytogether with the fulfillment of essential requirements such as companyregistration, import license and exemption of customs duties and the like;the provision of all necessary or desirable aids for C to obtain theloan; obtaining of all regulatory, statutory and other co

17、nsents, approvals,authorizations, tax concessions and investment incentives as describedhereinafter which are necessary or desirable for the implementation of theProject; obtaining of all necessary permits and approvals from the relevant_authorities for C or New Company to repatriate capital anddivi

18、dends in US Dollars from _; obtaining of resident visas, work permits and other necessaryapprovals from the relevant authorities for C or New Companys personnel,design, manufacturing, installation and construction personnel as well astheir direct relatives including the travel in _; the provision of

19、 all necessary approvals and permits relating toextension of the infrastructure project and the Project facilities inorder to increase _production if C or New Company intendsto do so; the provision of all necessary security measures for construction andoperation personnel and Project facilities till

20、 the Transfer Date; the provision of communications and transport facilities of theProject construction and the operation of the infrastructure project;2) the assistance in the operation of the infrastructure project.3) providing C and/or New Company with free use of the Site, includingbut not limit

21、ed to the area of construction site, access road,transmission line right of way, _and etc.4) the negotiation and conclusion of service agreement with_Government or other countries governments jointly with C ornew Company, the Peoples Insurance Company of China representatives,whose presence in the n

22、egotiation B shall ensure, and whose approval BShall obtain;5) the exportation of _percent of _ producedby the infrastructure project to _or any third country;6) the assignment of its representatives at Site and to the NewCompany to assist C or New Company and make necessary coordination betweenB an

23、d C or New Company.4.3 B ensures that the Operation Period of the Project shall be notless than _years. However if IRR (Inter Rate of Return) does notreach _percent, both parties will discuss the proper extension ofthe Operation Period until the year IRR reaches _%.4.4 Conditions PrecedentB shall be

24、 responsible for the provision of the following documentsfor C to make available any part of this Agreement within _monthsfrom the date of signing this Agreement and such documents shall be validand effective to New Company:1) a power guarantee issued by _parliamentacceptable to C in the form define

25、d in Annex 7, which shall be returned toB on the Transfer Date;2) warranty to be issued and loan agreement to be concluded with theproposal made by B for bearing _percent of the Project Cost, theBank of _as the loanee and _Finance Ministry as theguarantor and acceptable to the Bank of China and the

26、Peoples InsuranceCompany of China, and a letter of credit or letter of guarantee to beissued as required by the Bank of China provided that the length ofmaturity is_ years including a _year construction periodand loan interest is _percent per annum; B may make earlierreimbursement;3) loan guarantee

27、and warranty for Cs sharing _% of theProject Cost including interest of the construction period to be issued bythe Bank of _ and _Finance Ministry respectively,acceptable to the Peoples Insurance Company of China and the Lending Bankand valid until to the Transfer Date (_), providing all necessaryas

28、sistance in enabling C to obtain the loan from international primebanks;4) the legal certificate issued by _President of SupremeCourt and the legal certificate issued by_ ProcuratorGeneral, certifying that this Agreement shall be valid and enforceableunder the laws of _in every respect in the form d

29、efined inAnnex 8; the certificate of approval issued by the Government of_, certifying that the Project is lawful and legitimate;5) B shall permit the construction machinery, material and equipmentnecessary for the Project to be transported into _via_by sea, and/or by road through _as Well as by air

30、,ensuring facilities from the _border control and customsauthorities.4.5 B warrants and undertakes that B shall not change or permit othersto change the environment of the Site which adversely affects theconstruction or operation of the Project. Such change shall include, butnot limited to, _.4.6 Buyers Credit for Bs sharing _% of the Project Costshall be provided by the Chinese side, payment ter