Exhibit 10.13
Outsourcing
Contract on Development of Miaoli Royal Resort Hotel
Planning Unit: Xxxxx Xxxx-Bin Architects
Office
October 29, 2015
Outsourcing Contract on Development
of Miaoli Royal Resort Hotel
The Covenanter: The
XXXXX XXX Country CLUB and Recreation Inc. (hereinafter referred to as Party A) and the Covenanter: Xxxxx Xxxx-Xxx Architects Office
(hereinafter referred to as Party B) xxxxxx agree to establish the following terms and conditions with regard to the development
of Miaoli Royal Resort Hotel:
| Article I. |
Outsourced Project |
Development
of Miaoli Royal Resort Hotel
| Article II. |
Project Range |
The base of the project is
located on Lot No. 19 and so on in the Section of Laotianliao, Touwu Township, Miaoli County (refer to the attached map for more
details) with an area about 29 hectares.
| Article III. |
Outsourced Work |
Outsourced work regarding this
Contract is stated below:
Part
I: Establishment of Architectural Development Plan and Business Plan
| I. | Establishment of documents and drawing relevant to the Architectural Development Plan and Business
Plan |
| II. | Attendance of Concerned Work Coordination Meeting |
| 1. | Attendance of relevant review meetings and presentations |
| 2. | Reply to relevant consultations and revision of the development plan |
Part
II: Development of Soil and Water Conservation Plan
| I. | Establishment of documents and drawing relevant to the soil and water conservation plan. |
| 1. | Trunk sewer, calculation on water control and treatment and relevant design drawings. |
| 2. | Design of disasters prevention facilities during construction. |
| 3. | Design of desilting and detention basin. |
| 4. | Designs and drawings relevant to soil and water conservation. |
| II. | Attendance of Concerned Work Coordination Meeting |
| 1. | Attendance of review meetings and presentations |
| 2. | Reply to relevant consultations and revision of scheme drawings associated with soil and water
conservation. |
| III. | Signing & Verification of Technicians |
Signing and verification relevant
to land preparation and water discharge of the project.
Part
III: Environmental Impact Assessment Report
| I. | Program on runoff of Waste Water And Pollution Reduction on the Construction Site. |
| II. | Implementation Plan for Environmental Protection. |
| III. | Environmental Monitoring (Monitoring Report prior to Environmental Impact Assessment) |
| IV. | Establishment of Environmental Impact Statement And Assessment Report |
Part
IV: Establishment of Documents Relevant to Change of Land Usage
| (I) | Establishment of Documents and Drawings Relevant to Change of Land Usage. |
| (II). | Attendance of Concerned Work Coordination Meeting |
| 1. | Attendance of relevant review meetings and presentations. |
| 2. | Reply to relevant consultations and plan revision. |
Part
V: Establishment of Documents and Drawings Relevant to Landscaping
| I. | Principles, Concepts and Calculations on Landscaping |
| II. | Planting Scheme & Relevant Design Drawings |
| III. | Calculations & Drawings on Green Cover Rate |
Part
VI: Planning, Design and Monitoring on Miscellaneous Works
| II. | Establishment of Documents & Drawings Relevant to Miscellaneous Works |
| 1. | Trunk sewer, calculation on water control and treatment and relevant design drawings |
| 2. | Design of disasters prevention facilities during construction |
| 3. | Design of desilting and detention basin |
| 4. | Designs and drawings relevant to miscellaneous works |
| III. | Attendance of Miscellaneous Works Review Meetings |
| 1. | Attendance of project review meetings and presentations |
| 2. | Reply to relevant consultations and revision of relevant documents and drawings. |
| IV. | Signing & Verification of Technicians and Architects |
Signing & Verification
of Miscellaneous Works Relevant to the Project (including signing and verification of geological technicians)
| V. | Construction Monitoring |
| VI. | Submitting documents for obtaining miscellaneous license, providing structural design and signing
and verification relevant to the miscellaneous works. |
Part
VII: Planning and Design of Relevant Buildings and Construction Monitoring
| I. | Planning & Design of Relevant Buildings. |
| II. | Coordination on geological drilling and survey and arrangement of building structure, sewage treatment,
water and electricity utility, fire protection, telecommunications and electrical and mechanical systems etc. for various professional
technicians pursuant to relevant laws and regulations. |
| III. | Construction Drawings (involving building structure, interior decoration, water supply and drainage
and electricity, telecommunication, monitoring, fire protection and air conditioning system). |
| IV. | Assistance in Works Quantity Counting & Valuation. |
| V. | Submitting of Construction License and Structure, Water, Electricity and Fire Protection Design
for Reviewing, Signing and Verification. |
| VI. | Monitoring on Major Construction Parts. |
| VII. | Construction Monitoring (Survey on Major Parts). |
| VIII. | Solving Any Disputes & Problems Relevant to the Construction. |
| IX. | Other Items Agreed by the Two Parties Herein. |
The fees
for services mentioned in Part I to Part VI are NTD 12 million ((SAY TWELVE MILLION ONLY) in total and the fees for planning and
design of the buildings and construction monitoring shall be calculated based on the ratio of 3.50% of the legal construction cost
hereof.
Should Party
A require a comprehensive modification on the development plan of the project outsourced and any subsequent extra cost occur in
Party B; Party A shall bear the corresponding extra service fee.
| Article V. |
Payment Method |
With regard
to the payment method regarding the project herein, Party A shall remit relevant cashes into the account designated by Party B
by stages as per the following conditions:
| Stage 1: |
The service fee of NTD 1.2 million (SAY ONE MILLION AND TWENTY THOUSAND ONLY) shall be paid upon signing of the Contract herein. |
| Stage 2: |
The service fee of NTD 1.2 million (SAY ONE MILLION AND TWENTY THOUSAND ONLY) shall be paid upon completion of the Business Plan and Architectural Development Plan and Relevant Drawings. |
| Stage 3: |
The service fee of NTD 1.2 million (SAY ONE MILLION AND TWENTY THOUSAND ONLY) shall be paid after the soil and water conservation plan and relevant drawings are filed in the county government. |
| Stage 4: |
The service fee of NTD 1.2 million (SAY ONE MILLION AND TWENTY THOUSAND ONLY) shall be paid after the Environmental Impact Assessment Report and relevant drawings are filed in the county government. |
| Stage 5: |
The service fee of NTD 1 million (SAY ONE MILLION ONLY) shall be paid after the Environmental Impact Assessment Report is adopted. |
| Stage 6: |
The service fee of NTD 3 million (SAY THREE MILLION ONLY) shall be paid after the Development Plan is adopted. |
| Stage 7: |
The service fee of NTD 1 million (SAY ONE MILLION ONLY) shall be paid after change of the non-urban land usage is completed. |
| Stage 8: |
The service fee that is 3.00% of the legal construction cost shall be paid after documents and drawings for applying for the construction license of relevant buildings and the application is submitted to the competent authority. |
| Stage 9: |
The service fee that is 0.5% of the legal construction cost shall be paid upon submitting the construction starting application to the competent authority. |
| Stage 10: |
The final service fee shall be paid in a lump sum upon the completion of the structure of relevant buildings and submitting the usage license application to the competent authority. |
In case
the Contract cannot be performed due to any reason other than the architect herein, the client agrees the fees paid will not be
refunded. In case the Contract cannot be performed due to the architect herein, the architect shall refund the fees paid in full
without taking any interest to the client.
The service
fee shall not include the fees for land measurement and boundary identification, geological drilling, meeting relevant land administration
regulations, air pollution prevention, meeting relevant construction regulations, security system monitoring, scrivener service,
deposit of soil and water conservation, review of the competent authority, attendance of concerned experts and scholars and meeting
relevant administrative regulations.
| Article VII. |
Term Planned |
Party B shall make the most
economical and effective arrangement for Party A with respect to the project based on the principle of alignment with the plan
progress of Party A. The term planned is stated as following:
| I. | Topographic survey and measurement, geological drilling and program evaluation (about 1.0 months); |
| II. | Establishment of architectural development plan and business plan (about 2.0 months); |
| III. | Development of soil and water conservation plan (about 2.0 months); |
| IV. | Establishment of environmental impact assessment report
(about 8.0 months); |
| V. | Review of development plan (containing soil and water conservation plan and environmental impact
assessment report) (about 4 - 6 months); |
| VI. | Miscellaneous works review (about 2 - 4 months); |
| VII. | Change of usage zoning and category of the land (about 2 - 4 months); |
| VIII. | Application for miscellaneous license (about 1.0 month) |
| IX. | Application for construction license (including review on green construction materials and barrier-free
facilities) (about 1.0 month) |
| Article VIII. |
Duties of Party A |
Party A shall provide the following
data during the term mentioned above:
| I. | Data of rights relevant to the land. |
| II. | Data required by Party B and can be provided by Party A. |
| (I) | Basic data that must be provided in accordance with relevant regulations: |
| 1. | Name and business address of the developer; |
| 2. | Full name, address and ID card number of the person in charge; |
| 3. | Purpose and content of the development. |
| Article IX. |
Duties of Party B |
| I. | Party B shall follow all instructions of Party A and ensure all plans and designs of the project
to meet relevant construction laws and regulations. |
| II. | Party B shall take on a professional attitude for various services mentioned in Article III of
the Contract, maintain benefits and interests of Party A all the time and adopt the most economical option under the precondition
of safety and reliability. |
| III. | Party B is obligatory to report the latest progress and completed content to Party A. |
| I. | With regard to the payment of all fees for professional services, the person appointed shall designate
relevant professional institutions and pay the fees directly to them and the service fees due will be deducted after the payment
foregoing is made. |
| II. | Any other items not specified in the Contract may be negotiated and formulated by the both Parties
herein separately. |
| Article XI. |
Disputes Resolving |
Both parties
herein agree to resolve any dispute regarding interpretation of the Contract in the following methods:
| I. | Should both Parties be unable to reach an agreement within one month through negotiation, they
may apply for an arbitration in Miaoli County and the arbitration result shall be compulsory. |
| II. | Should either Party herein initiate a legal proceeding for revoking any arbitration result regarding
the Contract, both Parties herein agree to take the Miaoli District Court of Taiwan as the competent court of first instance pursuant
to the laws of the R.O.C.. |
| Article XII. |
The Contract shall be made in duplicate and Party A and Party B shall hold a copy respectively in witness thereof. |
Covenanters
Party
A: The XXXXX XXX Country CLUB and Recreation Inc.
Address:
Floor 0, Xx. 000, Xxxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxx
Tel: 00-00000000
Party
B:Xxxxx Xxxx-Bin Architects Office
Unified
No: 95822673
Address:
Xx. 0, Xxxxx 00, Xx. 000, Xxxxxx Xxxx, Xxx Xxxxxxxx, Xxxxxxxx Xxxx
Tel: 00-00000000 Fax:
00-00000000
October 29, 2015
