Udvalget for Videnskab og Teknologi 2009-10
UVT Alm.del Bilag 85
Offentligt
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Date: 18 December 2009
Agreementbetween
Graduate University of Chinese Academy of Sciences
and
The State of Denmarkrepresented byThe Danish Ministry of Science, Technology, and Innovation
concerning
construction, maintenance and operation of‘The House of the Danish Industry Foundation’The Sino-Danish Centre for Education and Researchon Yanqihu Campus at Graduate University of Chinese Academy of Sciences
Contents
1.2.3.4.5.
INTRODUCTION..................................................................................................................... 3THE BUILDING – GENERAL PROVISIONS ................................................................................. 4THE LOCATION OF THE BUILDING.......................................................................................... 6DESIGN CONTEST.................................................................................................................. 7DESIGN PLANNING ................................................................................................................ 85.15.25.35.4Preliminary draft design.............................................................................................. 8Approval of preliminary draft design ............................................................................ 8Final project .............................................................................................................. 9Approval of final project ............................................................................................. 9
6.
CONSTRUCTION .................................................................................................................. 106.16.26.3Construction responsibility ........................................................................................ 10Corporate social responsibility in construction ............................................................ 11Construction process supervision .............................................................................. 12
7.
OCCUPATION, HANDOVER AND TIME SCHEDULE................................................................... 137.17.27.37.47.57.6Date of occupation................................................................................................... 13Handover ................................................................................................................ 13Defects ascertained after handover ........................................................................... 14One-year inspection ................................................................................................. 14Five-year inspection ................................................................................................. 15Time schedule ......................................................................................................... 15
8.
OPERATION AND MAINTENANCE OF THE BUILDING .............................................................. 158.18.28.3Operation................................................................................................................ 15Maintenance............................................................................................................ 16Decisions on operation and maintenance ................................................................... 16
9.10.
FINANCING ......................................................................................................................... 16ORGANISATION ................................................................................................................... 1810.110.2Steering Group ........................................................................................................ 18Contacts.................................................................................................................. 201
11.12.
DURATION AND TERMINATION ............................................................................................ 20DISPUTES............................................................................................................................ 2112.112.213.Negotiation ............................................................................................................. 21Dispute resolution .................................................................................................... 22Entry into force........................................................................................................ 23
2
1.
INTRODUCTION
Reconfirming their commitment to the Memorandum of Understanding betweenGraduate University of Chinese Academy of Sciences (GUCAS) and the Danish Ministryof Science, Technology and Innovation (DMSTI) and the Danish universities dated 23October 2008, GUCAS and the Danish universities have in a Partnership Agreement ofXX January 2010 agreed to establish The Sino-Danish Centre for Education andResearch (SDC) at GUCAS.
In accordance with the statement in the Memorandum of Understanding that ‘an SDCbuilding will be constructed as a centre for scientific research and education onGUCAS’ Yanqihu Campus’, GUCAS and DMSTI confirm their intention to construct ‘TheHouse of the Danish Industry Foundation’, The Sino-Danish Centre for Education andResearch with a planned area of approximately 8,000 square metres (gross floorspace) on GUCAS' Yanqihu Campus.
First and foremost, the building is to serve as an effective and viable Sino-Danishresearch and education environment. Secondly, the building will as per arrangementwith the Directors of the SDC also serve as a showcase and representative facility forDanish and Chinese universities and enterprises.
GUCAS has undertaken to provide a site and, in its capacity as client, to obtain allrequired approvals and permissions. DMSTI will provide the preliminary draft design.GUCAS will, in its capacity as client, be responsible for the detailed design of theproject and the construction of the project. The Parties will appoint a Steering Groupto oversee the design and building process.
The Parties share the vision that the building should be operated and maintained tostandards agreed by both sides.3
The SDC will bear the costs of the operation of the building, including the provision ofwater, electricity, gas, etc. (to be metered) and the provision of auxiliary personnelservices, i.e. caretaking, gardening, security services, kitchen and library services,cleaning and housekeeping etc. GUCAS and DMSTI will share the costs of maintenanceof the building on an equal basis. The Steering Group will oversee the operation andmaintenance of the building.
The Danish Industry Foundation (DIF) has made DKK 80 million available for thebuilding project, of which an amount of DKK 12 million will be reserved in order tocover the costs of DIF including the costs of the development of the preliminary draftdesign and costs of technical advice during the detailed design stage and projectexecution.
The Danish party will endeavour to find other sponsors, including sponsors offurniture and equipment and construction materials.
As a precondition for DIF’s donation, GUCAS will award the SDC the right to use thebuilding for a period of 40 years without collecting any rent. Operation and earnings ofthe building will be accounted independently by the SDC.
The Parties have agreed on the following terms and conditions for the design,construction, operation and maintenance of the building.
2.
THE BUILDING – GENERAL PROVISIONS
The design of the building shall ensure that it can function as the hub of the plannedactivities of the SDC, i.e. Master's programmes for 300 students, PhD programmes for75 students, and research activities for 100 researchers. In addition, the building shall
4
include facilities that will function as meeting places for activities related to the SDCconcerning Chinese and Danish culture and enterprise.
As a preliminary plan, the building shall contain class rooms, a large lecture hall,offices, a library and reading facilities, a restaurant/dining hall, housing facilities forresearchers, representative facilities, as well as a showroom for Danish products withrelevance to the research activities of the SDC.
The building shall have an area of approximately 8,000 gross square metres (floorspace). However, the Parties agree to consider the possibility of increasing the floorarea to a maximum of 10,000 gross square metres if this is possible within theestablished economic framework.
The building shall be constructed in a good and robust quality with the greatestpossible emphasis on energy savings and environmentally friendly solutions. Thebuilding shall have an architectural character representing Danish culture andtradition and shall be in conformance with Chinese construction methods. Thematerials used to construct the building shall be of high quality, and the building finishshall meet the workmanship standards agreed by both sides. Materials whichendanger health or the environment may not be used.
The building shall be constructed in accordance with current Chinese laws, rules andstandards. Materials, choice of colours and outside areas shall be as specified in thepreliminary draft design, and be in harmony with the plan of the new Campus, seeClause 5.
A share of the donation from DIF may be provided in-kind as building materials to beused for the building. In-kind donations must only be accepted if they functionally fitinto the project and must in this regard be approved by the Steering Group. The valueof contributions of this type will be set by DIF but cannot exceed the amount set aside5
for this item in the overall budget for the construction. All information shall beavailable at the time of the Steering Group’s approval of the preliminary draft design,see Clause 5.
DMSTI will endeavour to indentify separate donors for special sections of the building,for example the lecture hall. Such special sections of the building shall be constructedin accordance with the terms agreed upon in connection with the donation. The finalterms of the donation shall be available at the time of the Steering Group’s approval ofthe preliminary draft design, see Clause 5.
DMSTI will endeavour to identify donors of furniture and equipment and interiorartistic decoration.
3.
THE LOCATION OF THE BUILDING
GUCAS shall provide a site large enough to allow the construction of a building with anarea of up to 10,000 square metres (gross floor space). The site shall be attractivelylocated with respect to the Yanqihu campus’ teaching and auxiliary facilities andprotected from traffic noise. The site shall provide space for parking facilities, greenoutside areas for the users of the building and a site to be reserved as a display areafor research and development projects as well as exhibitions related to SDC activities.
GUCAS has suggested two alternative locations for the site. One is in the centre of theEastern campus area; the other is to the south of the southern boundary of theEastern campus as this boundary is delimited at the time of the signing of thisagreement.
GUCAS shall at the earliest possible date after the signing of this agreement and nolater than 15 April 2010 present a final proposal for the location of the building for theSteering Group’s decision.6
GUCAS shall warrant that the necessary approvals and permissions have beenobtained, including an official permission to construct a building of up to 10,000square metres on the site as well as a land using right certificate for the area in whichthe building is to be situated. GUCAS shall also warrant that the site will be fullyprepared for construction, including ground treatment (if needed), will be earthquakeproofed and ready for connection to utility lines, etc. at the time of thecommencement of construction. Local development plans shall be in place.
The two alternative sites suggested by GUCAS, as well as the planned infrastructureincluding roads, channels and paths etc., have been marked on the map appendedhereto asAppendix 1.
4.
DESIGN CONTEST
DMSTI will ensure that a design contest is conducted for the purpose of entering intoan agreement with an architect concerning the development of a preliminary draftdesign with drawings and rough outlines that can later serve as basis for developmentof the detailed design and completion of the construction project by the designcompany and contractors selected by GUCAS.
The design contest will be initiated immediately after the decision on the location ofthe building and will be conducted within the agreed time schedule, seeAppendix 2.
The agreement between DMSTI and the selected winner of the design contest willcontain the following main tasks:Development of a preliminary draft design.-Technical advice during the detailed design stage and project execution,including on selected colour scheme and materials as well as artistic decoration.
7
No later than 15 April 2010, GUCAS will send detailed information on the site andcopies of the permissions necessary for completing the preliminary draft design,including an official permission to construct a building of up to 10,000 square metreson the allotted site as well as a land using right certificate for the area, to DMSTI forthe purpose of the design contest and the preliminary draft design.
5.5.1
DESIGN PLANNINGPreliminary draft design
The selected winner of the design contest will develop a preliminary draft design. Thepreliminary draft design shall include estimation as to whether it will be possible tocomplete the construction project within the agreed budget. Any special materials orparts of the building provided by DMSTI as part of the donation by DIF shall beincluded in the budget of the preliminary draft design.
GUCAS is responsible for selecting a Chinese design company. It will further arrangefor the necessary contact between the design contest winner and the Chinese designcompany in order to provide a basis for the selected winner to prove that the projectis financially viable.5.2Approval of preliminary draft design
DMSTI will present the developed preliminary draft design, including estimation as towhether it will be possible to complete the construction project within the agreedbudget, to the Steering Group for approval, see Clause 10 below. GUCAS shall entrustexperts to review the preliminary draft design, including the financial viability of theproject, and provide a review report.
The Steering Group will during the preliminary design approval process decide on adesign for the physical appearance of the building’s name on the building.
8
5.3
Final project
When the Steering Group has approved the preliminary draft design, GUCAS, followinga tender process, will select a Chinese design company, which will further develop adetailed design.
GUCAS will submit the detailed design to the Steering Group for approval. DMSTI shallentrust a technical consultant to review the detailed design and the project budgetaryestimate (the budgetary estimate shall not exceed the residual amount available forGUCAS for the construction of the building and any landscaping that is part of thedesign project, see Clause 9) and present a review report.
5.4
Approval of final project
After the approval of the detailed design by the Steering Group, GUCAS is responsibleto hold an open tender to select project managers and contractors. The contractorsshall be in charge of the execution of the detailed design, and the project managersshall be in charge of supervising the entire process of the project.
GUCAS will present a final project implementation plan to the Steering Group,together with a detailed construction time schedule specifying milestones. The finalproject implementation plan shall include detailed specifications of the constructionproject, contract specifications for the project management and contractorsrespectively. It shall also clearly specify the location and layout of the building, choiceof materials and budgets.
When the Steering Group has approved the final project implementation plan and theconstruction time schedule, the construction process will be initiated.
9
6.6.1
CONSTRUCTIONConstruction responsibility
As the owner of the building, GUCAS shall be in charge of the construction of thebuilding and bear the entire client risk related thereto, including the risk ofnon-performance or defective performance by the Chinese contractors, suppliers orconsultants connected to the project.
It is further GUCAS' responsibility that the necessary permissions, including an officialpermission to construct a building of up to 10,000 square metres on the site as well asa land owner right certificate for the area, have been obtained and that the building isconstructed in the agreed good quality and in accordance with the agreed timeschedule, seeAppendix 2.
The detailed design and the construction work will be performed by the Chinesedesign company and contractors for GUCAS in compliance with the detailed design andcontract specifications approved by the Steering Group.
DMSTI will not be involved in the construction process, but GUCAS has the obligationto give the Steering Group regular updates on important matters, such as constructionprogress and all decisions concerning the project's structural design, detailed design,choice of materials and colours. All contemplated deviations from the agreed finalproject must be presented for the Steering Group for approval in advance.
The regular reports do not change the fact that GUCAS is fully responsible for ensuringthat the construction project is executed and completed as agreed between theParties.
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6.2
Corporate social responsibility in construction
At all stages in the construction, including via sub-suppliers, GUCAS undertakes tocomply with the principles of corporate social responsibility as formulated in theUnited Nations Global Compact and the conventions on which the Global Compact isbased to the widest extent possible and actively participate in the realisation of theprinciples.
In the construction of the building and in the general performance of the Agreement,GUCAS undertakes to protect nature, climate and the environment with the aim ofmaking society’s development sustainable in respect of people’s living conditions aswell as to protect animal and plant life. This particularly means that at all stages of theconstruction of the building, including via sub-suppliers, GUCAS will, in a responsibleway, seek:tosupport a precautionary approach to environmental and climate challenges;
to
undertake
initiatives
to
promote
greater
environmental
and
climate
responsibility;
to
encourage the development and diffusion of environmentally and climatefriendly technologies;
to
prevent and combat pollution of air, water, soil and subsoil, and nuisancecaused by vibration and noise, including by emitting as little CO2and/or othergreenhouse gases as possible;
to
establish regulations based on hygienic considerations which are significant toman and the environment;
11
to
reduce the use and wastage of raw materials and other resources;
to
promote environmentally conscious conduct by choosing the least pollutingproducts, sub-products, services, sub-services or components;
to
promote the use of cleaner technology and
to
promote recycling and reduce problems in connection with waste disposal.
6.3
Construction process supervision
DMSTI or any person thus authorised by DMSTI is entitled, but not obliged, to performregular inspections of the construction work.
DMSTI will arrange for the appointment of a special technical consultant, who willsupervise the construction work jointly with the design contest winner. The specialtechnical consultant will hold the status of representative of GUCAS vis-à-vis theChinese design company and contractors. The special technical consultant shall begiven unimpeded access to the construction site, be entitled to attend all meetingsabout the construction project and be notified of such meetings by GUCAS and theChinese design company and contractors.
However, at no time whatsoever is GUCAS' responsibility under this Agreementreduced because of the supervision/lack of supervision of DMSTI or its representative.Both Parties shall ensure that it is possible to conduct supervisory inspections withoutcausing any impediment to the progress of the construction work.
12
7.7.1
OCCUPATION, HANDOVER AND TIME SCHEDULEDate of occupation
The building shall be ready for occupation on or before 1 December 2012 as set out inthe time schedule (Appendix2).The building must be completed with full decorationexcept furniture and with the facilities of electricity, plumbing, sewage, water,communication and gas ready for use. In case of obstacles that cause a delay of theconstruction work, GUCAS will notify the Steering Group for the purpose of setting anew date of occupation.
7.2
Handover
Immediately before the completion of the construction work, GUCAS will summon theSteering Group for a handover meeting giving at least twenty business days’ notice. Inconnection with the handover meeting, the Steering Group may obtain assistancefrom the architect who won the design contest and prepared the preliminary draftdesign, as well as the special technical consultant mentioned in Clause 6. In additionto the handover meeting DMSTI has the right to have the building examined by animpartial technical expert.
At handover, a document (a handover protocol) listing any defects in the workascertained by the Steering Group will be prepared. The handover protocol will besigned by the Steering Group.
If the building is found to meet the agreed specifications, the date of occupation willnot be changed.
As client, GUCAS has a duty to rectify any defects ascertained at the handovermeeting. GUCAS agrees to ensure rectification of all material defects before theagreed date of occupation. In case of defects that do not prevent occupation of the
13
building, DMSTI may retain part of the donation until the defects ascertained havebeen rectified.
In case the rectification work causes the date of occupation to be deferred with aconsequent increase in operating costs relative to the activities of the SDC, GUCASshall further pay such costs.
GUCAS will ensure that the building from the time of handover is covered by insurance(fire, flood, storm, damage etc.). The cost of the insurance fee will be borne by theSDC.
7.3
Defects ascertained after handover
For a period of five years after handover GUCAS is obliged to rectify all defectsascertained after handover.
7.4
One-year inspection
Giving at least twenty business days’ notice, GUCAS shall summon the Steering Groupfor a one-year inspection of the building which shall take place no earlier than elevenmonths after the date of handover and no later than thirteen months after the date ofhandover.
In connection with the inspection, a document (an inspection protocol) listing thedefects in the work ascertained by the Steering Group will be prepared. The inspectionprotocol will be signed by the Steering Group.
GUCAS is obliged to rectify any defects ascertained during the inspection and to payall related costs and expenses.
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7.5
Five-year inspection
Giving at least twenty business days’ notice, GUCAS shall summon the Steering Groupfor a five-year inspection of the building which shall take place no earlier than fouryears and eleven months after the date of handover and no later than five years andone month after the date of handover.
In connection with the inspection, a document (an inspection protocol) listing thedefects in the work ascertained by the Steering Group will be prepared. The inspectionprotocol will be signed by the Steering Group.
GUCAS is obliged to rectify any defects ascertained during the inspection and to payall related costs and expenses.
7.6
Time schedule
The Parties agree to follow the time schedule appended hereto and markedAppendix2.
8.
OPERATION AND MAINTENANCE OF THE BUILDING
GUCAS and DMSTI agree that they will operate and maintain the building to thestandards agreed by both sides.8.1Operation
The operation of the building and surrounding space is the responsibility of the SDC.Operation includes the provision of water, electricity, gas, etc. and the provision ofauxiliary personnel services, i.e. caretaking, gardening, security services, kitchen andlibrary services, cleaning and housekeeping, etc.For funding of operations, see Clause 9.
15
8.2
Maintenance
GUCAS and DMSTI share the economic responsibility of maintaining the building, seeClause 9.8.3Decisions on operation and maintenance
Before the construction work begins, the Steering Group shall approve an operationand maintenance plan covering the first ten years after occupation, including aprocedure for approval of maintenance works.
After occupation, GUCAS will each year on or before 1 July prepare a detailed andupdated operation and maintenance plan for the next twelve months for the approvalof the Steering Group.
9.
FINANCING
By separate agreement between DIF and DMSTI, DIF has secured a budget of DKK 80million to finance the construction of a building for the SDC. In adherence to currentlaws and regulations of China, GUCAS will ensure that neither the donation, nor thebuilding site or the building when occupied will be susceptible to taxation.
DKK 12 million has been reserved in order to cover the costs of DIF including the costsof the development of the preliminary draft design and costs of technical adviceduring the detailed design stage and project execution. Documentation for theseexpenditures will be presented to the Steering Group.
The residual amount is available for GUCAS for the construction of the building andany landscaping that is part of the design project, but excludes furniture and otherequipment for which additional donations are being sought.
16
DIF will only cover the costs and expenses of the construction work according toproject final accounts. The residual amount available for GUCAS is thus a maximumamount notwithstanding that the construction costs may exceed the contemplatedbudget.
GUCAS covers all expenses related to the servicing of the site prior to construction,see Clause 3.
GUCAS has the obligation to complete the building in accordance with the finalproject, according to the construction implementation plan and within the budgetapproved by the Steering Group.
The share of the donation of DIF related to works performed by GUCAS is DKK 68million and should be transferred into GUCAS’ account as follows (see timetable inAppendix II):
1. 30 per cent of DKK 68 million within 10 days after the signing of the StructuralWorks and ‘Roof, Facade and Waterproofing Works’ Contract.2. 25 per cent of DKK 68 million upon completion of the Structural Works and ‘Roof,Facade and Waterproofing Works’ Contract.3. 40 per cent of DKK 68 million (adjusted according to the value of provided in-kinddonations, see Clause 2) upon completion of the Internal Completion WorksContract and the signing of the handover protocol. The building will be ready foruse after Chinese government approval.4. 5 per cent upon signing of the 1 year inspection protocol.
GUCAS must acknowledge the receipt of the down-payment of the first instalment (30per cent of DKK 68 million) in an official document to guarantee that the money will beused for the construction of the building and nothing else.
17
The share of the donation paid to GUCAS upon completion of the Structural Works and‘Roof , Facade and Waterproofing Works’ Contract will be transferred into GUCAS’account following the approval of the construction work by the Steering Group.
The SDC shall bear the costs of the operation of the building, i.e. the provision ofwater, electricity, gas, etc. (to be metered) and the provision of auxiliary personnelservices, i.e. caretaking, gardening, security services, kitchen and library services,cleaning and housekeeping, etc.
GUCAS and DMSTI will share the costs of the maintenance of the building on an equalbasis, see Clause 8. The two Parties will each set aside an annual amount equal to DKK0.8 million equalling 1 per cent of the total contract price for this purpose. If theallocated funds are not spent on maintenance during the year they are set aside, thefunds will be saved by the two Parties for future maintenance expenses.
10.10.1
ORGANISATIONSteering Group
Within a month after the signing of this Agreement, a steering group will be appointedto ensure compliance with the objectives and intentions of this Agreement inconnection with construction, operation and maintenance.The Steering Group consists of:Two representatives of GUCASOne representative of DMSTIOne representative appointed by the Danish universitiesThe Principal Director and the Executive Director of the Sino-Danish Centre(SDC)
18
The members of the Steering Group are entitled to attend meetings of the SteeringGroup together with one or more technical experts from their own organisation orexternal consultants.
GUCAS has the chairmanship. It is the responsibility of the chairman that meetings ofthe Steering Group are called with 20 business days’ notice. However, in case ofurgency, an extraordinary meeting may be called with five business days’ notice,provided that visual media, including video conference, are used to hold the meeting.The chairman shall further arrange for the preparation of the agenda and minutes ofthe meetings.
The Steering Group shall meet once every quarter. The Steering Group may, however,adjust the interval between meetings as necessary.
It is the duty of the Steering Group to ensure constant progress in the project,including prompt settlement of any disagreements. In that connection, GUCAS willregularly notify the Steering Group of important matters, including project progressand all decisions concerning the structural design, detailed design and choice ofmaterials and colours. All contemplated deviations from the agreed final project mustbe presented for the Steering Group for approval in advance.
The Steering Group will receive technical advice from the winner of the design contestand the special technical consultant who supervises the construction work.
The duties of the Steering Group are among other things:-to approve a preliminary draft design prepared by the winner of the designcontest on the basis of a presentation from DMSTI, see Clause 5;-to approve the Chinese design company and contractors on recommendation fromGUCAS, see Clause 5;
19
-
to approve the detailed design and final project on the basis of a presentationfrom GUCAS, see Clause 5;
-
to prepare a detailed time schedule setting milestones for the construction work,see Clause 5;
-
to check regularly that the time schedule and the budget for the project areobserved, see Clause 5 and 6;
--
to approve any deviations from the agreed final project in advance, see Clause 6;to approve completion of the Structural Works and 'Roof, Facade andWaterproofing Works’ Contract, see Clause 9;
--
to hold a handover meeting before occupation of the building, see Clause 7; andto approve an overall operation and maintenance plan for the building preparedby GUCAS, see Clause 8.
All decisions by the Steering Group are made unanimously. In case of disagreement,GUCAS and DMSTI are authorized to negotiate and make the final solution, see Clause12.10.2Contacts
Each Party will appoint a contact person to be in charge of the collaboration betweenthe Parties. The appointment will take place no later than one month from the signingof this Agreement.
11.
DURATION AND TERMINATION
By entering into this Agreement the Parties agree to jointly seek to complete theproject as set out in this Agreement.
However, the collaboration may terminate if the Parties fail to agree on the detaileddesign and the contract specifications.
20
Subject to the approval by the Steering Group of the detailed design and the contractspecifications, this Agreement is final and binding. The Agreement expires 40 yearsafter the occupation of the building.
GUCAS will award the SDC the right to use the building for a period of 40 years withoutcollecting any rent. Operation and earnings of the building will be accounted forindependently by the SDC.
Should the SDC cease to function due to termination of the Partnership Agreementbetween GUCAS and the Danish universities of XX January 2010 based on the decisionof the Danish universities in conformity with Clause 43 of that agreement, GUCAS willtake over the building subject to twelve months’ notice. GUCAS and DMSTI willnegotiate compensation to DMSTI based on the value for GUCAS of the building inbest alternative use. If agreed between the Parties the compensation mayalternatively take the form of a right of use of the building for another purpose relatedto Sino-Danish collaboration.
If the collaboration terminates due to the decision of GUCAS in conformity with Clause43 of the Partnership Agreement of XX January 2010 or non-performance of GUCASconcerning obligations mentioned in the Partnership Agreement or this agreement,GUCAS will take over the building against compensation corresponding to the amountpaid to erect the building, less straight-line depreciation calculated over a period offorty years.
12.12.1
DISPUTESNegotiation
In the event of disagreement between the Parties in connection with this Agreement,the Parties will, with a positive, cooperative and responsible attitude, seek to begin
21
negotiations for the purpose of solving the dispute in the Steering Group. Ifnecessary, the negotiations may be conducted at a high level in the Chinese Academyof Sciences and the Danish Ministry of Science, Technology and Innovation in order toreach an agreement.
If deemed appropriate, either Party may at any time and at any negotiation leveldemand that an independent mediator be engaged to facilitate negotiations.12.2Dispute resolution
Considering the mutual desire to strengthen the collaboration between China andDenmark within the field of research and the universities, it is expected that theParties will at any time be able to resolve any disagreements by negotiation.
Should it, contrary to expectations, prove impossible to solve a disagreement bynegotiation, including with the aid of an independent mediator, the disagreementshall be settled finally by arbitration.
The agreed place of arbitration shall be Stockholm, Sweden.
The arbitration tribunal shall be appointed by the Arbitration Institute of theStockholm Chamber of Commerce in accordance with its rules of procedure. In itscomplaint, the claimant may name the candidate for its arbitrator, whereas thedefendant may in its points of defence name the candidate for its arbitrator. The thirdarbitrator who will act as the chairman of the tribunal will be proposed by theArbitration Institute of the Swedish Chamber of Commerce unless that the Partiesjointly suggest a chairman before expiry of the time allowed for the defendant’s replyto the complaint.
The language of the proceedings in pleadings as well as oral proceedings shall beEnglish.22
13.
Entry into force
The agreement will enter into effect from the date of signing.
The agreement is written in English, Chinese, and Danish.
On behalf ofGraduate University ofChinese Academy of Sciences
On behalf ofThe Danish Ministry of Science,Technology and Innovation
Name:
Name:
Title:
Title:
Date:
Date:
23
Appendix 1
Site 1: South of the southern boundary of the Eastern campus, as this boundary isdelimited at the time of the signing of this agreement
24
Site 2: The centre of the Eastern campus area
25
Appendix 2: Time scheduleACTIVITYSigning of agreement onBuildingAppointment of SteeringGroupGUCAS/DMSTIGUCAS, DMSTI, DIF,SDC, representative ofthe Danish universitiesJanuary 2010
INITIATORGUCAS/DMSTI
PLAYERSGUCAS/DMSTI
TIMEXX January 2010
Decision on locationDraft contract documents tobe used in the design contestCalls for tenders fromarchitects and consultantsSelection of winning architectPreliminary draft design
GUCASDIF/DMSTI
Steering GroupSteering Group
15 April 2010Early May 2010
DIF/DMSTI
DIF
May- Early August 2010
DIF/DMSTIDMSTI
DIFDanish consultants
August 2010Early September 2010–Start February 2011
Approval of preliminary draftdesignDetailed design and contractspecificationsApproval of final projectSigning of the StructuralWorks and ‘Roof, Fa§ade andWaterproofing’ Works ContractCommencement ofconstruction work
DMSTI
Steering Group
Mid February 2011
GUCAS
GUCAS and Chinesedesign company
Mid February 2011 –Mid May 2011Mid May 2011Mid May 2011
GUCASGUCAS
Steering GroupGUCAS and contractors
GUCAS
Client (GUCAS) in thepresence of theSteering Group
May 2011
Handover meeting
GUCAS
Steering Group
Early November 2012
26
Inauguration of the building(Date of occupation)One-year inspection
GUCAS
GUCAS, DMSTI, DIF,Danish universities
1 December 2012
GUCAS
Steering Group
One year fromhandover
Five-year inspection
GUCAS
Steering Group
Five years fromhandover
GUCAS: Graduate University of Chinese Academy of SciencesDMSTI: Danish Ministry of Science, Technology and InnovationDIF: The Danish Industry Foundation
27