CONTRACT FOR DESIGN OF MASTERPLANNING
乙方（設計機構）Party B：(Design company)
丙方（招標機構）Party C：(Tendering company)
This CONTRACT (hereinafter, together with all Appendices attached hereto and forming an integral part hereof, called “Contract”) is made between Franshion Properties Co. Ltd. (hereinafter called “Party A”), Integrated Design Associates Limited (hereinafter called “Party B”) and Shanghai International Tendering Co., Ltd. (hereinafter called “Party C”)，
本合同（與以下構成本合同不可分割部分的所有附件，統稱為合同）于2010年9月 日由置業有限公司（以下簡稱“甲方”）， 綜匯建筑設計有限公司（以下稱“乙方”）和上海國際招標有限公司（以下稱“丙方”）共同簽訂。
Whereas Party A invited Party B to participate the Design Project of Masterplanning for Project and agreed to pay certain amount of project fee to Party B; Party B agreed to participate the project according to the time schedule and fee proposal of Party A; Party C agreed to act as the agent of Party A to undertake the overseas’ payment under this Contract, all parties agreed to reach an agreement under the terms and conditions as follows:
1.Scope of Works工作范圍
Party B shall complete the design work defined in the Scope of Works as Appendix 1 to the Contract.
Party B shall submit the design documents before Sep. 2010.
Party A shall pay USD50,000.00 to Party B as the completion fee after Party B submitted the design documents.
4.Terms of Payment付款方式
(1) Party A shall payment the project fee within 14 days after Party B had submitted the design documents. Party C will deal with the taxes and overseas payment procedure as follows:
After receipt and reviewing of the design documents, Party A shall inform Party B to issue the invoice of project fee. The invoice shall be copied to Party C.
Within one working days after receipt the copy of invoice from Party B, Party C shall issue an payment application document to Party A，the rate is decided by the selling price (USD/RMB) on the day Party C issue the payment application document.
Party A shall transfer the relevant amount in RMB to Party C within 3 working days after receipt Party C’s application document.
Party C shall pay taxes on behalf of Party B within 3 working days upon receipt payment from Party A.
Party C shall make payment to Party B within 3 working days upon receipt of tax prepaid certificates from the tax authority.
(2) Party B authorizes Party C to deal with the local tax issues on behalf of him. Party B shall pay to Party C a service fee of 1.7% of the project fee. The estimated taxes are around 5.8% of the project fee. Therefore a total amount of 7.5% of the project fee plus bank charges will be deducted accordingly.
(3) The receiving bank is:乙方指定的收款帳戶：
5. Law Governing Contract 本合同的適用法律
This Contract, its meaning and interpretation, and the right and obligation between the Parties shall be governed by relevant laws of the People’s Republic of China.
This Contract has been written in Chinese and English Language. If there is any discrepancy between the Chinese version and the English version, Chinese version shall prevail.
7. Copyright 版權
The copyright of the design documents belongs to Party A and Party B after Party A paid the project fee. Party A has the right to use, duplicate and modify the design documents directly or by its hired or designated third party. Party B and its Personnel shall apply for a written approval from Party A prior to quoting, using or publishing such deliverables, except that such quoting, using or publishing is for non-profit purposes.
8. Liability for Breach of the Contract違約責任
(1) If Party A delays the payment of the project fee over 30 days while Party B performed its contractual obligations, Party B has the right to terminate the Contract and ask for Party A to Pay the project fee and interest due to the delay.
(2) If Party B fails to deliver the design documents according to the Working Schedules specified in above Clause 2, Party A has the right to terminate the Contract and refuse to pay the project fee.
9. Settlement of Disputes爭議的解決
All parties shall use his best efforts to settle disputes through amicable negotiations. However either party is entitled to submit any dispute that cannot be settled through negotiation to the Shanghai Branch of China International Economic and Trade Arbitration Commission (CIETAC) for arbitration under its rules and procedures. The cost of arbitration shall be borne by the losing Party, unless otherwise specified in the award of arbitration. Unless otherwise agreed by the Parties, the official language of the arbitration shall be Chinese.
(1) This Contract will become effective after it has been duly signed by all parties’ legal representative and remain in force until the rights and obligations of all parties have been fulfilled.
(2) All matters left to be covered in the Contract shall be settled by all parties through consultation.
(3) This Contract has 6 original copies. Each party holds 2 copies.
甲方Party A：Signature 簽名：
Integrated Design Associates Limited建筑設計有限公司（蓋章）
International Tendering Co., Ltd.招標有限公司（蓋章）
簽約地點：中國Contracting Place: China
第二章 合同附件Appendix of the contract
Scope of Work工作范疇
Stage One: Concept Design (Design Project) 第一階段: 概念設計
Based on the provided information, IDA is going to research and analyze the geographical, environmental, and functional situation of the site located in . This analysis will include the urban context, the existing infrastructure, the site connection (major circulation routes) as well as the existing city grid, its urban texture and the history of the principal development of .
Based upon the detailed analysis, IDA will develop conceptual ideas for land use, including the distribution of different functional components such as residential use, commercial use, and institutional use. IDA will incorporate during this stage the development of the new traffic layout and network as well as its integration into the existing road-network. As the overall design will be based upon a European model, IDA will also research comparable cities in Europe such as Barcelona, Berlin, Copenhagen and Paris and their special characteristics in order to introduce suitable elements into the design concept. This study will examine the relationship of the residential blocks, informal residential courtyards, and ground floor, street facing retail, as well as an overall commercial hub surrounding the existing ferry pier.
The concept study will focus on developing new, local neighborhoods that will create oases providing residents will privacy as well as local identity. In this context, IDA will prepare detailed studies of both linear and block arrangements for the new residential areas and the respected connection to the road network in order to provide maximum sea-views as well as privacy, including daylight studies.
Additionally IDA will study of how to integrate certain existing buildings within the site context that are worth being kept into the new design. IDA will also study of how to integrate the existing ferry pier operation into the design and how to include additional needed public transportation elements such as coach stations etc..
IDA will include in the study a detailed analysis of how to integrate the new local neighborhoods with the existing building fabric and how to create new, exciting features / plazas within and along the new development to best draw attention and to attract people to visit the new city quarter.
IDA will also include in the concept a proposal of how to integrate the existing sewage treatment plant and how to transform the area into a new public park including new features such as a local school as well as an adjacent cultural hub with museums, theatres and galleries.
The study will also include the Lower Peninsula and will demonstrate two options of different land use with different densities for this area of either an FAR of around 3.5 or of around 1.5. Additionally the study will focus on how to integrate existing structures on parts of the site that might not be included in the detailed design if the client wouldn’t be able to purchase those parcels.
The findings of the studies conducted during stage one will be presented in a power-point presentation including site analysis diagrams, layout drawings as well as images from a 3D model that will be developed for the entire site. The diagrams will cover the issues, conclusions and recommendations for the overall massing, the distribution of both building elements and the respected functions, the traffic organization including primary, secondary and tertiary traffic system, pedestrian zones, residential and public parking, as well as building orientation, sun- and wind analysis, and sea-view analysis. Complementing these diagrams IDA will build up a 3D model of the entire site to generate images, demonstrating urban and waterfront characteristics of the design. Additionally, IDA will provide the client with an overall masterplan drawing demonstrating detailed information about the location and height of the building masses and their respected functions as well as the surrounding green areas.
第一階段的研究成果會以PPT演示文件包括場地分析圖表、平面圖和3D模型。 分析報告會涵蓋整體建筑群的體塊關系，建筑物不同元素和功能，交通運輸組織，包括主次及其他交通道路系統，步行區，住宅和公眾停車場等，還包括對建筑物的朝向、日照、風向和海景的分析。 設計機構 會利用整體設計地塊的3D模型展示分析圖表、效果圖和海濱特色從。設計機構會向業主提供整體規劃，包括建筑物的位置、高度、功能和其周圍的綠地景觀。
Stage Two: Detailed Concept Design第二階段 深入初步設計
If the proposal would be selected for the second stage of the project, IDA will further refine and develop the design concepts and principals established during stage one, incorporating the clients comments and suggestions coming from stage one.
如果本設計方案入圍項目第二階段, IDA 將配合業主針對第一階段設計的意見及建議，繼續深化第一階段中的設計理念和主旨。
The conclusions of the second stage will be presented as in stage one in a power-point presentation including diagrams and images extracted from a 3D model. At this stage IDA will also develop a very detailed masterplan as well as principal drawings of ground floor, lower ground floor, and typical basement including principal EVA routes. Those drawings will be supplemented by with enlarged scale plans of districts and local neighborhoods as well as system sections. Included in the second stage would also be the development of a few professional renderings as well as the scale model in 1:1000.