The public-private partnership (hereinafter referred to as PPP) project contract mentioned in this Guide refers to the contract concluded by the government (government or government authorized agency) and social capital (social capital or project company) on PPP project cooperation according to law. In PPP projects, in addition to the project contract, a series of contracts will be concluded between the shareholders of the project company, between the project company and other participants (such as project financiers, contractors, professional operators, raw material suppliers, buyers of products or services, insurance companies, etc.). To establish and adjust their rights and obligations, which is the same as the contract system of PPP projects. PPP project contract is the foundation and core of the whole contract system. The rights and obligations between the government and social capital, the transaction structure and risk allocation mechanism of PPP projects are determined through the PPP project contract, which serves as the basis for all parties to claim their rights and fulfill their obligations and the guarantee for the smooth implementation of the whole life cycle of the project. In nature, PPP belongs to the civil legal behavior of the government to purchase public services from social capital, which constitutes the civil legal relationship between civil subjects. At the same time, the government, as the manager of public affairs, forms an administrative legal relationship with social capital when performing administrative functions such as planning, management and supervision of PPP projects. Therefore, the basis for establishing and adjusting the legal relationship related to PPP project contracts in China is mainly the current civil and commercial law, administrative law, economic law and social law, including general principles of civil law, contract law, budget law, government procurement law, company law, guarantee law, insurance law, administrative licensing law, administrative punishment law and administrative reconsideration law.
According to the above laws and regulations and the Opinions of the State Council on Strengthening the Debt Management of Local Governments (Guo Fa [2065438+04] No.43), The State Council's Decision on Deepening the Reform of Budget Management System (Guo Fa [2014] No.45) and the State Council's Guiding Opinions on Innovating Investment and Financing Mechanisms in Key Areas to Encourage Social Investment (Guo Fa [2065438] are based on the Notice of the Ministry of Finance on Issues Related to Popularizing and Applying the Cooperation Model of Government and Social Capital (Jin Cai [2014]) The relevant requirements and the Notice of the Ministry of Finance on Printing and Distributing the Operational Guidelines for the Cooperation Mode of Government and Social Capital (Jin Cai [2065 438+04] 13), this book is written in combination with PPP practice at home and abroad. Section 4 and Section 29 of Chapter * * * of this Guide comprehensively and systematically introduces the PPP project contract system, expounds the roles of the main participants in the PPP project and the purpose of concluding relevant contracts, expounds the main contents and core clauses of the PPP project contract, and specifically analyzes the risk allocation principles, basic contents and rights and obligations arrangement in the contract clauses. At the same time, the core elements and specific terms of different types of PPP project contracts are analyzed in detail from two aspects: payment mechanism and industry field. PPP projects are long-term, complex and diverse, and the differences in regional, industrial and market environments, as well as the differences in participants' willingness to cooperate, risk preference and negotiation ability, are ultimately manifested in the differences in contract contents. This guide only introduces the terms and principles of PPP project contracts, and cannot be applied to the characteristics and individual needs of all PPP projects. In practice, all participants in PPP project should combine the objective needs of the project and the negotiation results, make full use of professional strength and conclude PPP project contracts according to local conditions.
In view of the fact that China's PPP work is still in its infancy, and the legal system, institutional capacity and practical experience need to be further strengthened and enriched, the Ministry of Finance will revise and improve this guide in time in the future.
Chapter I General Provisions
Section 1 Main Participants of PPP Project
Section 2 PPP project contract system
Chapter II Main Contents of PPP Project Contract
Section 1 Overview of PPP Project Contract
Section 2 Introduction, Definition and Interpretation
Section III Project Scope and Duration
Section 4 Preconditions
Section 5 Project Financing
Section 6 Project Land Use
Section 7 Project Construction
Section 8 Project Operation
Section 9 Engineering Maintenance
Section 10 Restrictions of changes in equity
Section 11 Payment Mechanism
Section 12 Performance Guarantee
Section 13 government commitment
Section 14 insurance
Section 15 Law-abiding Obligations and Legal Changes
Section 16 Force Majeure
Section 17 Supervision and Intervention of the Government
Section 18: Mechanism for handling breach of contract, early termination and termination.
Section 19 Project handover
Section 20 Applicable Law and Dispute Resolution
Section 2 1 Contract Annex
Chapter III Core Elements under Different Payment Mechanisms
Section 1 Government Payment
Section 2 User Payment
Section 3 Feasibility Gap Subsidies
Chapter IV Specific Terms of Different Industries
The first section * * * public transport projects
Section 2 Public Facilities Projects
Section 3 Social Public Service Projects
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