Engineering, Procurement and Construction Agreement EPC 工程,采购和施工协议 模板 英文版

EPC Template

This EPC contract contemplates that a single contractor will be responsible for the entire project -- from design through construction and testing. If the project developer desires to have the same firm also operate the facility in commercial operation, the contractor could be designated the operator and a separate contract executed, although that arrangement is not required by the language of the EPC contract.

Engineering, Procurement and Construction Agreement

This Engineering, Procure ment and Construction Agreement (the “Agreement”) is made and dated as of [Date] between [Legal name and description of organization of EPC firm] (“Contractor”), and [Legal name and description of organization of Project developer] (“Owner”). Each of Owner and Contractor may be referred to individually as a “Party”, and together they may be referred to as the “Parties”.

Recitals

A. Owner is [Brief description of Owner and RET project plans].

B. Contractor is [Brief description of Contractor and professional capabilities] .

C. Owner desires to construct and operate [Description of RET facility, with particulars as to renewable energy technology, size and intended business use] (“Facility”) and Contractor is willing to perform design, engineering, construction work to bring the Facility to commercial operation, all pursuant to contract with Owner. Contractor is also willing to operate the Facility commercially under separate agreement with Owner.

D. Owner intend to finance the development of the Facility through [Brief description of structure of financing arrangement].

E. Contractor is further willing to act on behalf of Owner by coordinating and enforcing the Subcontractor Protections as set forth in this Agreement.

F. The Project requires [Brief description of types of regulatory or other governmental approvals required](“Authorizations”).

G. Owner desire that Contractor perform on behalf of Owner the duties to act as general contractor for the design, construction, performance of start up and testing of the Facility, and development of the operation manual(s) for the Facility upon the terms and conditions set forth in this Agreement.

H. Following completion of the Project, Owner will own the Facility, and Contractor will operate and maintain the Facility pursuant to the O & M Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the Parties agree as follows.

ARTICLE 1 - DEFINITIONS

1.1 - Definitions.

Capitalized terms used herein shall have the meanings set forth in Schedule I.

ARTICLE 2 - REPRESENTATIONS

2.1 - Representations by Contractor

Contractor represents that:

2.1.1 Organization and Qualification. Contractor is a [Description of legal organization] duly organized and validly existing under the laws of _[Jurisdiction]_. Contractor has all necessary power and authority to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement.

2.1.2 Authorization, approvals, no defaults. The execution, delivery and performance of this Agreement by Contractor (1) has been duly authorized by all requisite company action, (2) to the best of Contractor’s knowledge will not conflict with any provisions of applicable Law, and (3) will not conflict with any legal or contractual obligation to which it is a party or by which it or its property is affected.

2.1.3 Enforceability. This Agreement constitutes the legal, valid and binding obligation of Contractor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally.

2.1.4 Legal proceedings. There is no action, suit or proceeding, at law or in equity, or official investigation by or before any governmental authority, arbitral tribunal or any other body pending or, to the knowledge of Contractor threatened, against or affecting Contractor or any of its properties, rights or assets, which could reasonably be expecte d to result in a material adverse effect on Contractor’s ability to perform its obligations under this Agreement or on the validity or enforceability of this Agreement.

2.1.5 Site Inspection. Contractor and Contractor’s agents and representatives have visited, inspected and are familiar with the Site, its physical condition, roads, access rights, utilities, topographical conditions and air quality conditions, except for unusual or unknown surface or subsurface conditions, or unusual or unknown soil conditions, and have performed all reasonable investigations necessary to determine that the Site is suitable for the construction and installation of the Facility, and are familiar with the local and other conditions which may be material to Contractor’s performa nce of its obligations under this Agreement (including, but not limited to transportation, seasons and climates, access, the handling and storage of materials and fuel and availability and quality of labor and materials).

2.1.6 Necessary Rights. Contractor owns or will obtain the legal right to use all patents, rights to patents, trademarks, copyrights and licenses necessary for the performance by Contractor of this Agreement and the transactions contemplated hereby, without any material conflict with the rights of others.

2.1.7 Approvals. Contractor has obtained and is in compliance with all Governmental Authorizations (other than Governmental Authorizations listed in Schedule XI, which Contractor will obtain as indicated in that schedule) that Contractor is required to obtain hereunder and for the valid execution, delivery and performance by Contractor of this Agreement, and all such legal entitlements are in full force and effect.

2.1.8 Qualification. Contractor (including where applicable, through its relationships with Subcontractors and its Affiliates) possesses the know-how and