公司特许经营权范本英文版.doc

Project Franchise Agreement (Standard Edition) Project: Franchise Agreement(Standard Edition)Date:ContentsChapter I General Provisions2Chapter II Definition and Interpretation3Chapter III Franchise Right7Chapter IV Representations and Warranties9Chapter V Project Scale, Construction Cost and Expansion11Chapter VI Project Construction Period12Chapter VII Project Land and Other Construction Conditions13Chapter VIII Project Design, Construction, Operation and Maintenance15Chapter IX Waste Supply and Metering20Chapter X Waste Disposal Fees and Payment thereof21Chapter XI Both Parties Rights and Obligations23Chapter XII Project Transfer29Chapter XIII Project Financing31Chapter XIV Breach of Agreement32Chapter XV Other Breach and Compensation for Breach of Agreement34Chapter XVI Force Majeure35Chapter XVII Effectiveness, Dissolution and Termination of This Agreement37Chapter XVIII Compensation38Chapter XIX Confidentiality39Chapter XX Settlement of Dispute39Chapter XXI Miscellaneous40Whereas1. _ Peoples Government decides to construct _ Project in the mode of build-operate-transfer, namely BOT mode;2. _ Municipal Peoples Government has chosen Fujian Fengquan Environmental Protection Holdings Co., Ltd. as the construction unit of this Project in mode of _. _ Municipal Government or the _ Authority authorized thereby (hereinafter referred to as “Party A”) hereby enters into and concludes this Franchise Agreement with Party B or the project company founded by Party B for this Project;Chapter I General ProvisionsArticle 1 This Franchise Agreement (hereinafter referred to “this Agreement”) is entered into and concluded by and between:Party A: Party B: Article 2 Pursuant to the laws of the Peoples Republic of China, in line with the principle of equality and mutual benefit, and through friendly consultation, Party A agrees that Party B invests, builds and operates, in the BOT mode, an urban solid waste incineration power plant (hereinafter referred to as “the Power Plant”) in _ City, _ Province, China in accordance with this Agreement. The Power Plant mainly disposes the waste of _, with a daily disposal scale of _ ton/day (or _ ton/year), and mainly adopts the technique of _.Article 3 Such agreements as the Waste Disposal Service Agreement otherwise concluded by and between Party A and Party B in accordance with this Agreement shall be the annexes hereto.Article 4 For the purpose of implementing this Project, Party B establishes a project company, the name of which is tentatively determined as _, but shall be subject to the final registered name) in the place where the Project is registered). As of the establishment date of the Project Company, the franchise rights and relevant rights and obligations granted to Party B hereunder shall be deemed as being granted to this Project Company, which shall have the rights and obligations hereunder.Chapter II Definition and InterpretationArticle 5 The following terms herein shall have the meanings as follows:“Party A” refers to the competent government authorizing Party B to invest and build the Power Plant within the region stipulated herein in mode of build-operate-transfer (BOT mode).“Party B” refers to Fujian Fengquan Environmental Protection or the Project Company established by Fujian Fengquan Environmental Protection Holdings Co., Ltd. for the purpose of investing, building, operating and managing this Project in accordance with this Agreement.“Project” refers to the first-phase project of Fengquan Waste Incineration Power Plant in _ City, _ Province (hereinafter referred to as “the Power Plant”).“Project Company” refers to the limited liability company established by Fujian Fengquan Environmental Protection Holdings Co., Ltd. for the purpose of investing, building, operating and managing this Project within the franchise period in accordance with this Agreement.“Project Construction” refers to the equipment for urban solid waste incineration and generation, flue gas purification and leachate treatment, vehicles, environmental monitoring and inspection facilities and equipment, factory buildings, various pipelines, roads and greening facilities necessary for the disposal of urban solid waste formed in the urban waste incineration power plant within the agreement price.“Project Land” refers to the land necessary for building and operating this Project.“Franchise Right” refers to Party Bs right granted by Party A to exclusively finance, design, build, operate and maintain project facilities, use the Project Land and collect waste disposal service fee and On-Grid Power Tariff in the administrative region of _ within the Franchise Period in accordance with this Agreement.“Total Agreement Price” refers to the total construction cost for the investment of the first phase of this Project.“Construction Period” refers to the period commencing on the Commencement Date of this Project and ending on the date when Party A issues or is deemed to have issued commissioning acceptance certificate.“Commissioning Period” refers to the period commencing on the date when Party A issues or is deemed to have issued the commissioning acceptance certificate and ending on the Formal Operation Starting Date of this Project.“Operation Period” refers to the period commencing on the Formal Operation Starting Date and ending on the expiry date of the Franchise Period.“Commencement Date” refers to the construction date determined by both parties hereto after Party A has obtained all approval documents necessary for the commencement of this Project (including but not limited to the land use right certificate and the land planning certificate) for Party B in accordance with Article 11 hereof.“Completion Date” refers to the date when Party A issues or is deemed to have issued the completion acceptance certificate.“Formal Operation Starting Date” refers to the date when Party A delivers or is deemed to have delivered the notice of starting formal operation to Party B in accordance with this Agreement after the completion acceptance.“Effective Date” refers to the signing date of this Agreement.“Transfer Date” refers to the first working day after the expiration of the Franchise Period.“Intactness” refers to the status of the Project Facilities where such Project Facilities are accepted, by the acceptance group formed by both parties hereto, to reach the conditions promised by Party B six (6) months prior to the Transfer Date and the equipment of waste incineration power plant operates normally and the discharge of tail gas, waste water and waste residue reach the standards within six (6) months after the Transfer Date.“Approval” refers to the permit, license, consent, authorization, written instructions, official and written reply, franchise right, endorsement or the same or similar documents which Party B shall obtain from the government for the purpose of the investment, construction, possession, operation and maintenance of this Project.“Utilities” refer to the facilities for transmitting and transforming power, supplying water and gas and communications connected to the borders of the plant the maintenance and normal service of which shall be in the charge of the franchise right awarding party for the purpose of the construction and operation of this Project within the Franchise Period.“Daily Disposal Capacity” refers to the daily waste disposal capacity determined in ton (t) in accordance with the waste supply and settlement agreement, including rated daily disposal capacity, monthly verified daily disposal capacity, estimated verified daily disposal capacity, maximum daily disposal capacity and minimum daily disposal capacity.“Law Amendment” refers to the promulgation, amendment, modification, abolishment or alteration of any applicable law, regulation or rule by the National Peoples Congress or its executive committee or governmental department after the Effective Date of this Agreement.(a) The implementation, promulgation, modification or abolishment of any decree, law, regulation, rule, notice and announcement by any governmental department after the Effective Date of this Agreement;(b) The issuance of any relevant approval from any governmental department, the implementation of extension or modification thereof, and the modification or abolishment of any material condition thereof after the Effective Date of this Agreement,regardless of that which circumstance above:(a)results in any change of taxation, tax preference or tariff applicable to Party B;(b)implements, modifies or cancels the requirements for the investment, construction, operation, maintenance or transfer of this Project.“General Price Index” refers to the average value of the purchasing price index of raw materials, fuel and power, the ex-factory price index of industrial products and the consumer price index.“Prudent Operation Practice refers to the practice, measure and action applied to or approved for most urban solid waste incineration power generation projects and facilities in China (including international practice, measure and action applied to most waste incineration power generation projects in China), to the extent that it may be reasonably judged, according to the fact that has been found out or should have been found out upon decision making, that such facilities are expected to reach the anticipated effect in a manner subject to laws, regulations, reliability, safety, environmental protection, relief and trouble saving.“Interest Rate” refers to the average value of the interest rates of four major commercial banks in China (Industrial and Commercial Bank of China, China Construction Bank, Agricultural Bank of China and Bank of China) for fixed assets loans in the corresponding period.“On-Grid Tariff” refers to the tariff collected against net power output in Yuan/KWh after the grid incorporation of Party Bs power generated by waste incineration.Article 6 For the purpose of this Agreement:6.1 Unless otherwise stipulated herein, the provisions and annexes mentioned shall be those hereto;6.2 Unless otherwise stipulated herein, “one party” or “each party” shall be one party or each party hereto and each party hereto includes its respective successors and assignees approved;6.3 The day, week, month and year referred to shall be the calendar day, week, month and year;6.4 Party A shall have administrative power and capacity corresponding to its behavior or legal authorization having been obtained corresponding to its behavior;6.5 Any reference to any notice, consent, approval, certification or decision sent or issued by any person shall, unless otherwise specified, mean the written notice, consent, approval, certification or decision;6.6Other agreements or contracts hereunder (if any) shall be based on this Agreement and may not conflict with this Agreement, except the amendment and supplemental agreements hereto.Chapter III Franchise RightArticle 7 In accordance with this Agreement, Party A shall grant exclusive franchise right to Party B to design, build, operate and maintain this Project and expand this Project in accordance with relevant provisions hereof, i.e. building second phase project, as well as provide Party A with urban solid waste innocent treatment services and sell net power output generated by waste incineration to power companies within the Franchise Period hereunder.Article 8 Pursuant to this Agreement, within the Franchise Period, Party A shall provide Party B with and assist Party B in obtaining convenience and preference in policies, Party B operates independently and Party A may not participate in the profit distribution of this Project; Party B shall transfer the real estates of this Project (including the equipment, facilities and factory buildings of this Project) and the materials relevant to normal operation of this Project to Party A or the executive agency designated by Party A in an intact state free of charge in accordance with relevant provisions hereof after the expiration of the Franchise Period.Article 9 Franchise Period and Scope of Franchise Right9.1 Unless any amendment is made to this Agreement, the Franchise Period of this Project shall be _ year(s), calculated from the Formal Operation Starting Date of this Project.9.2 Extension of Franchise PeriodIn the event thata. Party Bs any delay in performing its obligations due to Party As failure in obtaining the approval stipulated herein for Party B;b. Force majeure; c. The discovery of any archaeological cultural relics, fossil, tomb and ruins or other articles with archaeological value or historical meaning on the Project Land used by Party B; d. Law amendmentresults in any of the following circumstances, the Franchise Period may be extended as necessary in accordance with this Agreement after both parties reach an agreement:i. The construction period of this Project is extended or this Project ceases operating or is incapable of operating normally for the above reasons within the operation period;ii. All or parts of waste disposal fees or power charges fail to be collected or Party A bears a due liability of more than RMB _ to Party B;iii. Party Bs any substantial expenditure, loss, damage or charge increases and such loss may not be indemnified by Party A.9.3 The scope of the Franchise Right stipulated herein shall be _ District, _ City.Article 10 Characteristics of Franchise Right10.1 Within the operation period, unless otherwise stipulated herein, Party B shall bear all expenses and risks arising from the operation, maintenance and repair of this Project on its own within the Franchise Period, except the foregoing expenses and risks caused by Party A or Party As competent organization, authorized organization and subordinate organization.10.2 Pursuant to this Agreement, the management rights granted by Party A to Party B shall be exclusive within the administrative region of _. Within the Franchise Period, Party A may not reauthorize any part of the Franchise Right hereunder to any other third party. Party A undertakes that it will not approve the construction of other similar projects engaged in the construction of infrastructure of the same nature within the same region and may not allow the presence of any enterprise, company or other organization competing with Party B (including but not limited to the companies and other industrial organizations taking urban solid waste as raw material).10.3 Within the Franchise Period of this Project, Party A must provide Party B with waste and waste disposal services and pay waste disposal fees to Party B in accordance with this Agreement and the Waste Disposal Service Agreement; in case that Party A fails to provide Party B with waste or sufficient waste in accordance with Article 27 hereof and the Waste Disposal Service Agreement, Party A shall also pay waste disposal fees to Party B as per the standard of “minimum waste amount”.10.4 Within the Franchise Period, Party B possesses the ownership of all properties, equipment and facilities of this Project and the right to use the land of the project site. Party B may mortgage and pledge the ownership of the foregoing properties or the right to benefit from this Project to raise fund form banks for this Project.Chapter IV Representations and WarrantiesArticle 11 Party As representations and warranties:11.1 Mr. (Ms.) _ of Party A (unit: _, title: _, telephone: _, fax: _, email: _) shall be designated as the contact person for assisting Party B in performing this Agreement and helping Party B coordinate various authorities and departments.11.2 Party A warrants to conclude and perform this Agreement and all annexes and supplemental agreements hereto with equal civil subject identity and warrants not to seek the exemption of civil liabilities bearable due to its own special status and not to adopt levy or nationalization measures against this Project.11.3 After the conclusion of this Agreement,11.3.1 Party A shall provide Party B with project construction land (subject to the acquisition of all approval documents for permission for land use) in accordance with the stipulation in Chapter VII hereof.11.3.2 Party A assists Party B in obtaining all approval documents of governments necessary during the commencement, construction and operation of this Project, including but not limited to the approval for feasibility study, environmental impact assessment and project establishment and all relevant administrative license formalities necessary for Party Bs construction such as opinions of project site selection, planning license and construction license. Both parties hereto shall determine the Commencement Date through consultation.11.3.3 Party B shall, _ days prior to the commissioning for initial test, be responsible for obtaining the approval of all formalities necessary for the power generation and grid incorporation of this Project in the interest of Party B, including but not limited to program evaluation and design evaluation of the on-grid system, on-grid license approval and power sales price approval.11.3.4 Prior to _, Party A shall be responsible for acquiring relevant preferential policies of this Project and all approval documents necessary for such acquisition in the interest of Party B, including but not limited to the Certificate for Comprehensive Utilization of Resources and other pref