Thông tư 09/2011/TT-BKHDT

CIRCULAR

DETAILING THE MAKING OF REQUIREMENT DOSSIERS FOR CONSULTANCY CONTRACTOR APPOINTMENT

Pursuant to November 29, 2005 Bidding Law No. 61/2005/QH11;

Pursuant lo June 19, 2009 Law No. 38/ 2009/QH12 Amending and Supplementing a Number of Articles of the Laws Concerning Capital Construction Investment;

Pursuant to the Government's Decree No 85/2009/ND CP of October 15, 2009 guiding the Bidding Law and the selection of construction contractors under the Construction Law;

Pursuant to the Government's Decree No. 116/2008/ND-CP of November 11, 2008, defining the functions, tasks, powers and organizational structure of the Ministry of Planning and Investment;

The Ministry of Planning and Investment details the making of requirement do wires for contractor appointment for selecting institutional consultancy contractors as follows:

Article 1. Scope of regulation and subjects of application

1. This Circular governs consultancy bidding packages specified in Clause 1. Article 20 of the Bidding Law. Clause 4. Article 2 of the Law Amending and Supplementing a Number of Articles of the Laws Concerning Capital Construction Investment, and Clauses 1 and 2. Article 40 of the Government's Decree No. 85/2009/ND-CP of October 15. 2009, guiding the Bidding Law and the selection of construction contractors under the Construction Law.

Consultancy bidding packages of a value of up to VND 500 million are not subject to this Circular.

2. Subject to this Circular are organizations and individuals responsible for making requirement dossiers for contractor appointment for consultancy bidding packages within the scope of regulation specified in Clause I above when the method of contractor appointment is applied to select institutional consultancy contractors.

3. For consultancy bidding packages of ODA-funded projects, if donors' approval is obtained. the form of requirement dossiers for consultancy contractor appointment (provided in the Appendix to this Circular: not printed herein) may be applied or amended or supplemented according to bidding regulations in treaties to which the Socialist Republic of Vietnam is a contracting party or international agreements which competent agencies or organizations of the Socialist Republic of Vietnam have signed.

Article 2. The form of dossiers of requirements for consultancy contractor appointment

The form of requirement dossiers for consultancy contractor appointment has the following basic contents:

Part 1. Instructions for contractors

Chapter I Requirements on contractor appointment

Chapter II Criteria for technical evaluation of proposal dossiers

Chapter III. Forms

Chapter IV. Terms of reference

Part 2. Requirements on contract

Chapter V Conditions of contract

Chapter VI. Form of contract

When applying this form, makers of requirement dossiers for contractor appointment shall base themselves on the size and characteristics of each bidding package to set forth requirements on the basis of adhering to the principles of transparency and economic efficiency.

In this form, words in italic are of instructive and illustrative nature and will be concretized by dossier makers depending on the size and characteristics of each bidding package. If making amendments or supplementation to contents not in italic of this form, makers of requirement dossiers for contractor appointment must comply with bidding regulations and investors are held before law for amended and supplemented contents.

Article 3. Organization of implementation

1. This Circular takes effect on November 1, 2011.

2. Ministries, ministerial-level agencies, government-attached agencies, other central agencies. People's Committees at all levels, and related organizations and individuals shall implement this Circular

Ministries, ministerial-level agencies, government-attached agencies, other central agencies, and provincial-level People's Committees shall, within the scope of then management, detail some contents of this Circular (when necessary) in compliance with this Circular and the bidding law s.

3. Any problems arising in the course of implementation should be reported to the Ministry of Planning and Investment for prompt consideration and settlement.-

APPLICATION FORM OF REQUEST FOR APPOINTING CONSULTING BIDDERS
(Promulgated together with Circular No. 09/2011/TT-BKHDT dated September 07, 2011 by the Ministry of Planning and Investment)

APPLICATION OF REQUEST FOR APPOINTING BIDDERS

(Name of the bidding package)
(Name of the project)
(Name of the Project Owner)

day…month…year…

TABLE OF CONTENTS

Part I. Instructions to bidder

Chapter I. Requirements on appointing bidder

Chapter II. Standards for technical assessment of proposal document

Chapter III. Forms

Form 1. Bid proposal

Form 2. Power of attorney

Form 3. Joint venture agreement

Form 4. Organizational structure and experience of consulting bidder

Form 5. Proposals (if any) on completing contents of terms of reference Form 6. General solutions and methodologies proposed by the bidder on implementation of consulting services

Form 7. List of experts involved in consulting services

Form 8. Curriculum vitae of consultant

Form 9. Schedule for each consultant (for work under time-based contracts)

Form 10. Work schedule (for work under lump-sum contracts and percentage- based contracts)

Form 11. Expense consolidation (for work under the time-based contract)

Form 12.1. Remuneration of experts (for work under the time-based contract) Form 12.2. Other expenses of experts (for work under the time-based contract)

Form 13. Expense consolidation (for work under the lump-sum contract and percentage-based contract)

Chapter IV. Terms of reference Part II. Requirements on contract Chapter V. Contract conditions Chapter VI. Forms of contract

Form 14. Contract (applied to package contract or percentage-proportioned contract)

Form 15. Contract (applied to the nature of time-based contract)

Form 16. Guarantee of money paid in advance

ABBREVIATION

Part I INSTRUCTIONS TO BIDDER

Chapter I¹

REQUIREMENTS ON BID

Section 1. Contents of bidding package

1. The Bid solicitor _______[Specify name of the solicitor] invites bidders

to receive request documents of the bidding package _______[Specify name of the bidding package according to the approved plan] under the project______[Specify name of the approved project].

2. Lead time of the contract is _______days [Specify specific time according to the approved bidding plan].

3. Capital source for implementing the bidding package: ____capital source or the mode of capital arrangement to pay to the bidder].

[Specify

Section 2. Request document and explanation, clarification and amendment of request documents

1. A request document consists of contents listed in the table of contents of this request document. The Contractor shall take responsibility to check, research contents of the request document to prepare a proposal document.

2. In case a bidder wishes to be explained, clarified for the request document, the bidder must send a written request to the Solicitor prior to the time of expiry of submitting a proposal document _____day [Specify the number of days according to the scale, nature of the bidding package.

After a duration of _____[Specify number of days] from receiving such written request for clarification of the request document as stipulated above, the bid solicitor shall reply in writing to the bidder or request the bidder to clarify the request document.

3. If it is necessary to adjust the scope of consulting services or other required contents, the Bid solicitor shall modify the request document (including extension of submission of the proposal document if required) by sending a written revision of the request document to the bidder who receives the proposal document prior to closing time for submitting the proposal document at least _____days [Specify number of days]. This material is a part of the Request document. The bidder must notify to the bid solicitor upon receipt of such revised materials in one of the following manners: by direct sending, by post, fax or e-mail.

Section 3. Preparation of a proposal document

1. Used language Proposal document and all other written correspondences and documents relating

to the bid between Bidders and the Bid solicitor shall be written in ____[Specify language in line with requirements of the bidding package].

1 In case the bidding package has large size and complicated nature, the project owner should consider and make decision to separate Chapter I into two chapters: Requirements on bid procedures and Bid data sheet.

2. The proposal document prepared by the Bidder shall comprise the following:

a) Bid proposal as provided in Section 2 of this Chapter;

b) Materials proving the eligibility, capacity and experience of the bidder in accordance with regulations in Section 5 of this Chapter;

c) Technical proposal under all regulations in Chapter II and Chapter IV of this request document;

d) Proposed bid price as stipulated in Section 6 of this Chapter;

e) Other materials (if any) ______[Specify such other materials in line with specific requirements of the bidding package].

Section 4. Bid proposal

The bid proposal shall be prepared by the bidder and fully recorded under Form 1 in Chapter III, and signed by the bidder's legal representative (the bidder's legal representative or authorized person with a legal power of attorney in accordance with Form 2 in Chapter III).

In case of attorney, the bidder shall enclose documents and materials to prove the eligibility of the authorized person, namely: ______[Specify legal documents which shall be enclosed by the bidder to prove the eligibility of the authorized person such as notarized copy of Company's Charter, Decision on establishment of branches, etc.].

With respect to a joint venture, the bid proposal must be signed by the legal representative of each partner, except when the written joint- venture agreement contains provisions that the partners of the joint- venture approve the leading partner to sign the bid proposal. In the event that each partner of the joint venture has an authorized person, the provisions applicable to an independent bidder shall apply.

Section 5. The eligibility and documents proving eligibility, capacity and experience of bidders

1. The bidder is deemed to be eligible when meeting fully all conditions as stipulated in Article 7 of Law on Procurement.

2. Documents proving eligibility of a bidder

a) In case of an independent bidder, documents proving its eligibility must be provided as follows: _____[Specify demand on documents for proving the bidder's eligibility in compliance with provisions in Article 7 of Law on Procurement, such as a copy of Certificate of business registration, the original of the commitment to healthy financial situation, etc.].

b) In case of a joint- venture bidder, the following documents must be provided:

- The documents stated in sub-paragraph a of this clause, which are applicable to each partner to the joint venture;

- The written agreement of the joint venture among the partner as stipulated in Form 3, Chapter III.

3. Documents proving capacity and experience of a bidder

Documents proving the capacity and experience of a bidder shall be declared according to Form 4, Form 7 and Form 8 in Chapter III. The capacity and experience of a joint-venture bidder shall be the total capacity and experience of the partners on the basis of the scope of work undertaken by each partner, in which each partner shall demonstrate that his/her capacity and experience meet the requirements stated in the request document with respect to the work assigned in the joint-venture.

4. The use of foreign employees1

The bidder shall declare in the proposal document the number, qualification, and experience of foreign experts who are mobilized to carry out the bidding package if necessary. The bidder is prohibited to employ foreign employees to perform works which domestic employees are possible to do and meet all requirements of the bidding package. Foreign employees must meet conditions in accordance with the labour law.

Section 6. Bid price

1. The bid price is the price stated by the bidder in a bid proposal in the proposal document after discounts (if any). In case the Bidder has a letter of discount, it shall be submitted together with the proposal document or separately but the letter must reach the Bid solicitor before the closing time for submission of the proposal document. A bidder's bid price shall include all costs necessary to implement the bidding package upon the requirements in the terms of reference of this request document.

2. The bid price shall be offered in _____[Specify currency which is requested to offer by the bidder. Depending on the requirement of the bidding package, it shall provide the permission and applicable conditions so that the bidder may offer the bid price in one or more currencies, such as: VND, USD, etc.]. In case it is permitted to offer in foreign currency, the bidder shall be required to prove work contents using foreign currency together with the list of work contents and the corresponding value of foreign currency, however, it is necessary to ensure the principle of that one currency is offered for specific volume of work; all domestic costs shall be offered in Vietnam dong].

Section 7. Period of effectiveness of a proposal document

Period of effectiveness of the proposal document shall be _____days as of expiry time for submission of the proposal document and shall be ensured under regulations [Specify number of days on the basis of the size and nature of the bidding package in compliance with provisions in sub-paragraph d, clause 3, Article 40 of Decree 85/CP].

Section 8. Specification and signature in the proposal document

1. The Bidder shall prepare one original and _________ copy(ies) of the proposal document [Specify required number but not exceeding 5 copies] and mark them "Original" and "Copy" respectively.

The Bidder shall be responsible for the accuracy and consistency between the copies and the original. During the assessment process, if the Bid solicitor detects any technical errors such as blur photocopying, illegible letters, omitting pages, incorrect contents as compared to the original or other errors, then contents of the original shall prevail.

2. The proposal document must be typed and printed in indelible ink, numbered by page on order of continuity. Any bid proposal, letter of discount (if any), documents for supplementing and clarifying the proposal document, and other forms shall be signed and sealed by a legal representative of the Bidder as instructed in Chapter 3.

1 In case the bidding package has no need to use foreign experts, this content shall not apply.

3. The insertion of words, erasing or overwriting on the typed document shall be deemed valid only after being signed in the next (by the person who signs the bid proposal) and stamped (if any).

Section 9. Sealing and marking on the proposal document's bag

The proposal document must be kept in sealed bag (the sealing method shall prescribed by the bidder itself), on which the bidder specifies all information including name, address, telephone number of the bidder, name of the bidding package, "the original" or "the copy".

Section 10. Deadline for submission of proposal document

1. Bidder shall submit its proposal document directly to or send it to the address

of the Bid solicitor, however, the bidder shall ensure that its proposal document is received prior to the expiry time for submission of the proposal document: ________o'clock, date ______month ______year _________[Specify the expiry time based on the size and nature of the bidding package].

2. In case the Bidder wishes to extend the deadline for submission of proposal document, it must send a request in writing to the Bid solicitor for its approval prior to the deadline.

Section 11. Evaluation and negotiation of proposal document

1. Evaluation of proposal document

After receiving the bidder's proposal document, the bid solicitor shall evaluate the proposal document according to following steps:

a) Checking the validity of the proposal document, including:

- The eligibility of the bidder in accordance with provision in Section 5 of this Chapter;

- The validity of the bid proposal as stipulated in Section 4 of this Chapter;

- The original of the proposal document under regulations in clause 1, Section 8 of this Chapter;

- Period of effectiveness of the proposal document under regulations in Section 7 of this Chapter;

- The join venture agreement and other documents or other requirements enclosed with the proposal document1 (if any).

b) Where the bidder violates one of prerequisites as prescribed in clause 1 of this Section or one of prohibited actions in procurement under provision in Article 12 of Law on Procurement and clause 3, clause 21 of Article 2 of amending law, the bidder's proposal document shall be rejected and not be considered for acceptance.

c) Technical evaluation for the proposal document under the Standard of evaluation of proposal document as required in Chapter II.

d) Financial evaluation includes:

- Determining bid price;

- Correcting mistakes and incorrectness (if any) in accordance with the provisions in Article 30 of Decree 85/CP;

1 Appropriate provisions shall apply depending on the specific requirements of the bidding package.

- Determining offered bid price.

2. Clarification, modification and negotiation of the content of proposal document

During the evaluation process of the proposal document under the provisions in clause 1 of this Section, the Bid solicitor may request a bidder to clarify, amend and supplement all necessary information of the proposal document and negotiate the bidder's proposals in order to prove the satisfaction of the proposal document in line with the request document's requirements on capacity, experience, progress, quality, technical solutions and measures of organization and implementation as stated in the request document.

In addition, the negotiation also includes the negotiation on financial proposals, inclusive of correction of mistakes and incorrectness which is implemented under the provisions in sub-paragraph d, clause 1 of this Section (if any), determination of taxes payable by the bidder under the provisions of law of Vietnam. At the same time, the bidder must affirm on mobilization of experts to implement work contents as proposed, any change on personnel must ensure that the replacing individual must have equivalent or better capacity and experiences compared to the one in the initial proposal and must be approved by the Project Owner.

Section 12. Conditions for the bidder proposed to be the successful bidder

A bidder is considered as the successful bidder when satisfying fully following conditions:

- Having valid proposal document;

- Being assessed as to satisfy technical requirements of the request document based on the standard of evaluation;

- Having offered bid price not exceeding approved estimate for the bidding package.

Section 13. Notice of the bid result

Just after getting the decision on approving the bid result, the Bid solicitor sends a written notice of the bid result to the winning bidder attached to a schedule of contract negotiation and completion, in which all issues needed to transact during the process of contract negotiation and completion (if any) must be specified.

Section 14. Contract negotiation, completion and signing

The negotiation, completion of the contract including the issues which are outstanding and have not been completed during the negotiation on the contents of the Proposal Document as stipulated in clause 2, Section 11 hereof. After negotiating and completing the contract, the Project Owner and the bidder shall enter into the contract. In case of a joint venture, the contract shall be signed by all partners in such joint venture.

Section 15. Bidding Proposals

1. The bidder shall be entitled to make proposals on bid results and related matters in bidding process when its rights, benefits are violated as defined in Article 72 and Article 73, Chapter X, Decree No. 85/CP of Law on Bidding.

2. In the event that the Bidder has its proposals on the bid results sent to the competent person and the Consultant Board on settling proposals, the Bidder must pay a fee of 0.01% bid price with minimum of VND 2,000,000 and maximum of VND 50,000,000 to the constant support unit of the Consultant Board on settling proposals. In the case that the proposal of the bidder are proved to be right, then such a fee shall be repaid to the bidder by jointly liable individuals and organizations;

Proposal- Receiving Address of Bid solicitor: ____[Specify the receipt address of applications, fax and telephone]

Proposal- Receiving Address of Project Owner : _____ [Specify the receipt address of applications, fax and telephone]

Proposal- Receiving Address of Competent Person : ___[Specify the receipt address of applications, fax and telephone]

Proposal- Receiving Address of The Consultant Board's constant support unit: ____[Specify the receipt address of applications, fax and telephone]

Section 16. Handling of violations

1. In the event that the bidder violates laws on bidding, the case shall be handled according to level of violation and in accordance with Bidding Law, Amended Law, Decree No. 85/CP and other relevant laws.

2. Decision on violations shall be delivered to punished organizations, related individuals and agencies, organizations and simultaneously to the Ministry of Planning and Investment to publish on Procurement Review and the website of bid information to be monitored, consolidated and handled in compliance with regulations of law.

3. Decision of sanction for violation made at any localities and branches shall be effective all over the country and in all branches.

4. The punished bidder shall be entitled to bring the decision of sanction for violation to Court.

Chapter II

STANDARDS FOR TECHNICAL ASSESSMENT OF PROPOSAL DOCUMENT

The following standards for technical assessment are only for direction, so when drafting this content, it is necessary to base on the scale and nature of each procurement package for appropriate adjustment. Standards for assessment must be open in bidding document. In the process of assessing bids, standards for assessment stated in bidding document must be abided and not to change or supplement any content.

Standards for technical assessment shall be executed according to criterion “ok”/ “not ok”, including basic contents set forth in the following table. The contractor who meets all three contents mentioned in clause 1, 2 and 3 in the table shall be assessed to meet technical requirements. Clauses 1, 2 and 3 are only assessed to be “ok” when all detailed contents are assessed to be “ok”.

Note:

(1) As for number of similar procurement packages: based on the scale, nature of procurement package and actual situation of the sector, locality to provide suitable regulations. Generally, from 1 to 3 similar contracts

- To be similar in terms of nature, complexity: for example, the same level civil work consulting, supervision procurement package

- To be similar in terms of work scale: to have consulting work value done equal to or more than 70% of work value of considering procurement package. As for specific work or in regions in which capacity of bidders is limited, part of consulting work value of contract may be about 50% - 70% of work value of considering procurement package. (2) In the event that the specialty law specifies conditions, standards of experts, such regulations must be complied with.

APPENDIX

EXAMPLES

Examples: Criteria of technical assessment of procurement package on consultancy, supervision and execution of works under the X Industrial Park entry path construction project.

CHAPTER III

FORMS

Form 1

BID PROPOSAL

_____date _____month ____year

Respectfully addressed to: _________[Insert name of Bid solicitor] (hereinafter referred to as the Bid solicitor)

After having studied the request document and the amendment for the request document No. ________[Insert number of the amendment, if any] received by us, we,

 _____[Insert name of the Bidder], hereby commit to implement bidding package _____[Insert name of the bidding package] in accordance with all requirements of the request document with total amount of ________[Specify amount in figures and in words](1).

We pledge that all information provided in the proposal document are accurate and we will not change the personnel proposed during period of its effectiveness of ___days [Insert number of days], from __o'clock, date ___month _____year _____[Specify deadline for submission of application].

Legal representative of the Bidder (2)
[Specify name, position, signature and seal](3)

Note:

(1) In case it is permitted in the request document to bid by a number of various currencies, the Bidder is required to specify the amount of each currency in figures and in words.

(2) Enclose the Power of Attorney in Form 2 where the Bidder's legal representative authorized his junior staffs to sign the bid proposal; in case the assignment of responsibility to junior staffs for signing the bid proposal is involved in the company's charter or other related documents, these documents must be enclosed with it (the Power of Attorney in Form 2 of this Chapter is not required). If the Bidder is awarded with bid contract, he shall provide the Project Owner with notarized copies of such documents prior to signing contract. In case of discovery of incorrectness of originally declared information, the Bidder shall be deemed to violate clause 2, Article 12 of Law on Procurement and shall be punished in accordance with provisions in Section 16, Chapter I herein.

(3) To the extent that the foreign Bidders has no seal, it shall be required to confirm by competent authorities that the signatures affixed in the bid proposal and other materials in the proposal document are true ones of the Bidder's legal representative.

Form 2

POWER OF ATTORNEY⁽¹⁾

Today, date ____month ____year, at ___

I, ____[Insert name, ID Card or passport No., position of the Bidder's legal representative], legal representative of ____[Insert name of the Bidder], whose office is at ____[Insert address of the Bidder], through this Power of Attorney hereby authorize             ____[Insert name, ID Card or passport No., position of attorney] to execute the following tasks during the bidding process of _____[Insert name of bidding package] under the project ____[Insert name of project] organized by _____[Insert name of the Bid solicitor]:

[- To sign the bid proposal;

- To sign all documents and materials to be submitted to the Bid solicitor in the bidding process, including documents for clarifying the proposal document;

- To take part in contract negotiation;

- To enter into the contract with the Project Owner if awarded with Bidder appointment.]⁽²⁾

The above-mentioned attorney shall only carry out tasks within the scope of authorization as the legal representative of ____[Insert name of the Bidder]. ____[Insert name of the Bidder] who shall assume full liability for tasks done by _____[Insert name of the attorney] within the scope of authorization.

This Power of Attorney shall take effect from  ____to _____⁽³⁾. It shall be made in _____copies of equal legal value, the mandator shall keep _____copy(ies) and the attorney shall keep _____copy (ies).

Note:

(1) In case of authorization, the original of power of attorney shall be given to the bid solicitor in company with the bid proposal as prescribed in Section 4, Chapter I. The authorization by the Bidder's legal representative to his junior staffs, branch directors, and heads of representative offices of the Bidder is to implement one or more works as above mentioned on behalf of the Bidder's legal representative. The seal used in case of authorization may be the seal of the Bidder or of unit by which relevant individual is delegated. Sub-authorization by the attorney to other person is not permitted.

(2) The scope of authorization shall be inclusive of one or more tasks as mentioned above.

(3) To specify effective date and expiration date of the power of attorney in line with the bidding process.

Form 3

JOINT VENTURE AGREEMENT1

_____, date ____month ____year ___

Bidding package: ______[Insert name of bidding package]

Under project: ______[Insert name of the project]

- Pursuant to2 ______[The Law on Procurement No. 61/2005/QH11 dated November 29, 2005];

- Pursuant to 2 ______[The Law No. 38/2009/QH12 dated June 19, 2009 of the National Assembly amending and supplementing a number of articles of laws regarding capital construction investment];

- Pursuant to 2 ______[The Decree No. 85/2009/ND-CP dated October 15, 2009 by the Government guiding the implementation of the Law on Procurement and selection of construction Bidder under Law on Construction];

- Pursuant to the request document for bidding package             [Insert name of bidding package] dated ______[same date stated in the request document];

We, representatives of parties entered into this joint venture agreement, are: Name of joint venture partners _____[Insert name of each joint venture partner]

Represented by Mr/Mrs:

Position:

Address:

Tel:

Fax:

E-mail:

Account No.:

Tax Code:

The power of attorney No. ____date _____month ______year ____(in case of authorization).

The parties (hereinafter referred to as partners)   agreed to enter into the joint venture agreement with the following contents:

Article 1. General Principles

1. Partners are voluntary to form a joint venture to participate in Bidder appointment for bidding package _____[Insert name of bidding package] under the project _____[Insert name of the project].

2. Partners consent to the name of the joint venture in all transactions related to this bidding package as: _____[Insert name of joint venture as agreed].

_________________________________

1 Based on the size and nature of bidding package, the contents of join venture agreement in this Form may be amended and supplemented from time to time.

2 Updating legal documents in accordance with applicable regulations.

3. Partners commit not to independently participate in or combine with other partners to participate in this bidding package. Where awarded with Bidder appointment, no partner is entitled to refuse to implement responsibilities and obligations conferred on them in the agreement without prior written consent of joint venture partners. To the extent that joint venture partners refuse to fulfill their own responsibilities as agreed, such partners shall be punished as follows:

- To indemnify damages for parties in the joint venture;

- To compensate the Project Owner for damages as stipulated in the contract;

- Other punishment forms [Specify such other punishment forms]

Article 2. Assignment of responsibility

Partners consent to the assignment of responsibility to carry out the bidding package ____[Insert name of bidding package] under the project  _________[Name of the project] for each partner as follows:

1. Leading partner of the joint venture

Partners agree to authorize _____[Insert name of a partner] to act as the leading partner of the joint venture who represents the joint venture in following works1 :

[- To sign the proposal for Bidder appointment;

- To sign all documents and materials to be submitted to the Bid solicitor in the bidding process, including requests for clarifying the request document and the proposal document;

- To take part in the contract negotiation and completion;

- Other works other than to sign contracts _____[specify contents of such other works (if any)].

2. Joint venture partners ____[specify details of works and responsibilities as assigned to each partner, including the leading partner of joint venture and if possible, specify the percentage of relevant value]

Article 3. Validity of the joint venture agreement

1. The joint venture agreement shall be in full force from the date of signing.

2. The joint venture agreement shall terminate in following cases:

- Parties fulfill their responsibilities and obligations and liquidate the contract;

- Parties consent to termination;

- The joint venture Bidder loses the bid;

- The tender of the bidding package ____[Insert name of the bidding package] under the project ____[Insert name of the project] is canceled by a notice of the bid solicitor.

The joint venture agreement shall be made in _____copies of equal legal value, each partner keeps          copy (ies).

______________

1 The scope of authorization involves one or more above-mentioned works.

LEGAL REPRESENTATIVE OF LEADING PARTNER OF THE JOINT VENTURE
[Specify name, position, signature and seal]

LEGAL REPRESENTATIVE OF JOINT VENTURE PARTNERS
[Specify name, position, signature and seal]

Form 4

ORGANIZATIONAL STRUCTURE AND EXPERIENCE OF CONSULTING BIDDER

A. Organizational structure of the Bidder

[Briefly describe the forming process and organization of the Bidder and the joint venture (if any) for the purpose of implementing this contract]

B. Experience of the Bidder

Bidding packages for similar timely process and qualified consulting services has been undertaken by the Bidder within ____[Insert the number of years]1 years.

The Bidder is requested to enclose with copies of following materials and documentations: _____[Specify name of relevant documentations which must be submitted by the Bidder to prove the contract implementation].

The Consulting Bidder is requested to use the following table to state each consulting service required in this bidding package which the Bidder has implemented. In case of the joint venture, its each partner shall state implemented similar consulting services in line with works undertaken in the joint venture.

Legal representative of the Bidder
[Specify name, position, signature and seal]

Note:

1 Specify the number of years based on the nature and requirements of the bidding package (generally 3, 4 or 5 years, for simple bidding packages, the number of years shall be less than 3 years)

2 Specify the value of implemented consulting services, if the Bidder participates in the bid in the capacity of a partner of the joint venture, specify the value equivalent to the tasks which it implements.

Form 5

PROPOSALS (IF ANY) ON COMPLETING CONTENTS OF TERMS OF REFERENCE

[The Bidder presents adjusted contents for completing the terms of reference to implement contracts]

Proposed amendments, supplements to the terms of reference:

Form 6

GENERAL SOLUTIONS AND METHODOLOGIES PROPOSED BY THE BIDDER ON IMPLEMENTATION OF CONSULTING SERVICES

The Bidder prepares technical proposals (including diagrams) which consist of 3 parts:

1. Solutions and methodologies

2. Work plan

3. Organization and personnel

Form 7

LIST OF EXPERTS INVOLVED IN CONSULTING SERVICES

I. LIST OF DOMESTIC EXPERTS

II. LIST OF FOREIGN EXPERT2

_________________________________________

1 Specify professional areas related to assigned tasks in the bidding package

2 Only fill in this table in case the bidding package employs foreign experts

Form 8

CURRICULUM VITAE OF CONSULTANT

Proposed position: ______________________________________________________________

Name of Consulting Bidder:________________________________________________________

Full Name: ________________________Nationality: ____________________________________

Occupation: _____________________________________________________________________

Address: _____________________________________________________________________

Date of birth: _____________________________________________________________________

Years of working in the Company: _________________________________________________

Participating in the occupational organization: ___________________________________________

Detailed description of proposed tasks: ______________________________________________

Capacity:

[Provide detailed description of experience and training courses which the consultant has attended with a view to meeting requirements of assigned tasks. Provide detailed description of assigned tasks in implemented projects, implementation period and location]

Qualification: ______________________________________________

[Specify related diplomas, awarding organizations, learning period and rating]

Work Experience: ______________________________________________

[Describe held positions, working place, working period for each position. In the description of experience, specify assigned tasks in each project and name/address of the Project Owner/Bid solicitor]

Foreign Language: _______[Specify the command of languages]

Confirmation:

I hereby commit that above information is true.

____, day ___ month ____year ___
Declarant
[Sign, specify position and full name]

Notes:

- Each consultant in the list stated in Form 7 is required to fill in this Form.

- The consulting bidder is required to enclose curriculum vitae of consultant with copies of labor contracts (if any), photocopies of diplomas, practicing certificates of above consultants

Form 9

SCHEDULE FOR EACH CONSULTANT
(For work under time-based contracts)

I. Work performance

II. Submission of reports

Legal representative of the bidder
[Specify name and position, sign and seal]

Form 10

WORK SCHEDULE
(For work under lump-sum contracts and percentage-based contracts)

I. Work performance

II. Submission of reports

Legal representative of the bidder
[Specify name and position, sign and seal]

Form 11

EXPENSE CONSOLIDATION
(For work under the time-based contract)

Legal representative of the bidder
[Specify name, position, signature and seal]

Note: In case the regulation only allows to offer in local currency, delete column “Foreign currency”.

Form 12.1

REMUNERATION OF EXPERTS
(For work under the time-based contract)

Currency used:

The Bidder must offer remuneration for experts engaged in the bidding package, including basis salary, administrative expense, profit, social expense and other expenses (if any). The bidder shall use the following table when offering remuneration for experts:

Note:

- Basic salary of domestic consulting experts is conducted in accordance with the guidances of Circular 18/2010/TT-BLDTBXH dated June 10, 2010 of the Ministry of Labor, Invalids and Social affairs and other relevant documents.

- Based on the size and nature of the bidding package, the bid solicitor may amend and supplement all contents in this Table in order to ensure that expenses shall be offered sufficiently and obviously, including necessary expenses to pay remuneration for experts.

Form 12.2

OTHER EXPENSES OF EXPERTS
(For work under the time-based contract)

The Bidder must offer other expenses for experts engaged in the bidding package, specifying allowance, traveling and communication expense, equipment and document expense and other expenses such as expense for personnel training, technology transfer, etc. (if any). The bidder shall use the following table when offering other expenses for experts:

Note:

If necessary, the bid solicitor may amend and supplement all contents in this Table in order to ensure that expenses shall be offered sufficiently and obviously, including other necessary expenses for experts.

Form 13

EXPENSE CONSOLIDATION
(For work under the lump-sum contract and percentage-based contract)

Legal representative of the bidder
[Specify name, position, signature and seal]

CHAPTER IV

TERMS OF REFERENCE

"Terms of reference" consist of the following essential contents:

A. Introduction:

Briefly describe the project and the bidding package

Describe the objective for selection of the consulting bidder

B. Scope of business:

1. To describe in details the scope of work executed by consulting bidders, capital resources, name of project-implementing agencies, implementation process, number of months-persons necessary (if any).

2. To describe specific tasks being executed by consulting bidders in the period of conducting consultant contract.

3. To estimate the time at which the expert shall start providing consulting services (normally not exceeding 30 days, from the date of signing contract).

C. Reports and performance duration:

Reports which must be submitted and progress of report submission

D. Bid solicitor's liabilities:

It is expected that the capacity of providing working conditions, assistant officers of the Bid solicitor and documents related to the tasks of consultants, including relevant existing research documents in order to facilitate consulting bidders to execute their tasks.

Note:

Terms of reference should not stipulate inflexible contents for the purpose of enabling bidders to propose their own methodology and human resource organization.

PART II

REQUIREMENTS ON CONTRACT

Chapter V¹

CONTRACT CONDITIONS

Article 1. Interpretation:

In this contract, the following terms shall be explained as follows:

1. “Contract” is an agreement between the Project Owner and the bidder in writing, signed by the two parties, including attached schedules and documents.

2. “Contract price” is total amount agreed between the Project Owner and the consulting bidder in accordance with the Contract.

3. “Project Owner” is ____[Specify name of the Project Owner].

4. “Consulting bidder” is _____[Specify name of the bidder who is awarded with bid contract].

5. “Subcontractor” is a contractor who has agreed or signed contract with the main contractor to execute part of work which has been estimated in the bidding document.

6. “Effective date of contract” is _____[Specify effective date of contract, depending on the nature of the bidding package, such as: the contract takes effect from the date of signing contract by two parties, etc.]

7. “Day” is any calendar day, successively calculated, including holidays and weekends.

8. “Other expenses” are all expenses other than salary of consultants related to the consulting service.

Article 2. Applicable laws and language

The language of the contract is _____[Specify Vietnamese when appointing domestic bidders, specify English or Vietnamese and English when appointing foreign bidders. In case of use of two languages, English will prevail when arising any dispute (if any)].

This contract shall be governed by law of ______[Specify governing law, normally being Vietnamese law].

_______________________________________________________

1 Where the bidding package has large size and complicated nature, the project owner may make a decision to separate the content of this Chapter into two chapters: General conditions of contract and Specific conditions of contract.

Article 3. Use of documents and information related to the contract

1. Without the written consent of the Project Owner, the consulting bidder shall be not allowed to disclose the contents of the contract signed with the Project Owner to anyone who is not the person related to the conduction of contract unless it is necessary to prove its capacity in, experience of performing similar bidding packages when participating in bidding. The provision of information by the consulting bidder for people relating to the execution of the contract shall comply with confidential regulations and within the scope necessary to conduct such contract.

2. In the absence of consent in writing by the Project Owner, the consulting bidder shall not be allowed to take advance of any information and documents mentioned in clause 1 of this Article for other purposes except for the purpose of performing this contract.

3. The documents as mentioned in clause 1 hereof belong to the Project Owner. When being required by the Project Owner, the consulting bidder must return these documents (including their copies) to the Project Owner after completing the contractual obligations.

Article 4. Copyright

All products from consulting services as specified in the Request Document shall be the copyright of the Project Owner.

Article 5. Contract Form

The form of the contract is: _____[Specify the applicable contract form which is ensured to comply with the bidding plan approved]

Article 6. Contract Price

The contract price shall be agreed between the consulting bidder and the Project Owner through negotiation to complete the contract on the basic suitable for the winning price approved and specified in the contract.

Article 7. Payment

The Project Owner shall make payments to the bidder as following:

1. Mode of payment: _____[Subject to the nature and demand of the bidding package the details of this item shall be defined; the payment in cash, credit letter or by the way of credit transfer may be accepted.

If there is any provision on making an advance to the bidder, it is necessary to point out the amount, the period of the advance and the manner to repay the advance in compliance with Laws. In case of necessity, it is possible to require the contactor to submit the Guarantee of Money Paid in Advance in Form 16].

2. Currency of payment: _____ [Specify the currency of payment and ensure the principle that the currency of payment must comply with the bid currency and the currency of the contract].

3. Payment Period: _____[The payment period may fix to pay at sight or pay in a certain period starting from the time the consulting bidder submits enough documents as required. Concurrently it is necessary to define the details of the documents supporting the payment].

Article 8. Amendment and Supplement of the contract

1. In the course of executing the contract, if it shall be required to amend, to supplement the Contract Conditions, then within the time of _____[Specify the number of days basing on the size, nature of the bidding package] starting from the receipt day of the request to amend and supplement of the Project Owner, the consulting bidder, the request recipient shall be liable for considering and giving the detailed requests for the amendment and the supplement, which shall become the base for the both parties to negotiate and enter into the Appendix Supplementing the Contract. The amendment and supplement as defined above may increase or decrease the contract price as well as the period of performing the contract, so that the corresponding contents of the contract must be adjusted for the fitness.

2. The amendment, supplement of the contract shall comply with the form of contract as stipulated in Article 5 of this Chapter.

Article 9. Human resources of the bidder

The bidder shall mobilize all experts to implement the work as proposed in the Proposal Document unless otherwise agreed by the Project Owner. In the event that it is necessary to change human resources while conducting, the contract the consulting bidder shall immediately specify the reasons, supply officers' profiles, fill in the vacancy with officers and ensure that the officers are of equivalent or better capacity and experience. The Project Owner shall give the opinion agreeing or disagreeing with the changes in officers within the period of ____[Specify the number of days basing on the size, nature of the bidding package] starting from receiving the proposal of the bidder.

In case the consulting expert has lost his civil act capacity or failed to fulfill his tasks well or when the actual information does not comply with the information listed in the contract, the Project Owner shall request in writing to change such expert. On receiving the written request from the Project Owner, the consulting bidder shall change the current expert with the qualified and experienced expert who is approved by the Project Owner.

Except for otherwise agreed, all expenses arising in the officer replacement shall be incurred by the bidder. The remuneration for the replacing officer shall not be more than the remuneration for the replaced officer.

Article 10. Sub-bidder

1. The Bidder is allowed to enter into contracts with the sub-bidders in the list of sub-bidders in order to partly implement the work stated in the Proposal Document. The engagement of sub-bidders shall not change the obligations of the Bidder. The Bidder shall be responsible for the volume, quality, progress and other obligations for the work done by sub-bidders to the Project Owner.

The sub-bidder list includes: _____[Specify the list of sub-bidders].

The replacement, addition of sub-bidders unnamed in the list of sub-bidders shall not be made without the approval of the Project Owner.

2. The value of work implemented by sub-bidders as stipulated in Clause 1 hereof shall not exceed the percentage in accordance with the contract value [Specify the suitable percentage basing on the nature and demand of the bidding package. The sub-bidders shall not be permitted to conduct the contract as a whole].

3. The Bidder is not allowed to engage sub-bidders to implement work other than work that is stated to require the engagement of sub-bidders in the Proposal Document.

4. Other requirements regarding sub-bidders: _____[Specify the requirements regarding the sub-bidder, if any].

Article 11. Indemnification of damages and sanction due to breach of contract

1. Indemnification of damages

The bidder must indemnify the Project Owner for the damages arising from the claims of third parties on breach of intellectual property right with respect to the consulting services that the consulting bidder provide for the Project Owner, arising due to the products of the consulting services not as reliable as being committed. In addition, the bidder must indemnify for failure, losses of equipments provided by the Project Owner in the course of conducting the contract (if any).

2. Sanction due to breach of contract

- In respect of the bidder: Except for force majeure as prescribed in Article 15 of this Chapter, if the consulting bidder delays the implementation schedule of the contract for the period of _____[Specify the number of days] in comparison with the requirements stated in

the contract, an amount of indemnification equal to _____% [Specify the percentage of the contract value] of the contract value applying to _____the number of days delayed [Specify the number of days].

- In respect of the Project Owner: In case that the Project Owner delays payments to the bidder as stipulated in the contract, the Project Owner must indemnify the bidder with the overdue interest rate applying to the first day of payment delay as declared by the bank with which the bidder opened account from the first day of payment delay until the day when the Project Owner fully pay to the bidder.

Article 12. Extension of contract

During the contract period, if the consulting bidder faces up with difficulties, leading to a delay in the implementation of work as scheduled, the consulting bidder shall give notice to the Project Owner of such delay as well as specify reasons for such delay and proposed period of extension. When receiving notice from the consulting bidder, the Project Owner shall be responsible for examining, considering proposals of the consulting bidder. Where the Project Owner agrees to extend the contract, such agreement shall act as basis for the negotiation and conclusion of additional Appendices.

Article 13. Termination of contract due to breach of consulting bidder

1. The Project Owner may terminate the implementation of the whole or part of the contract by giving notice to the consulting bidder in writing when the consulting bidder fails to implement contents of work ____[Specify the contents which the consulting bidder violates shall lead to the termination of the contract by the Project Owner].

2. The Project Owner may give notice to the consulting bidder on the termination of the contract without any compensation when finding that the consulting bidder falls into bankruptcy. The termination of the contract shall not invalidate any interest conferred on the Project Owner in accordance with the provisions of the contract and the laws.

3. Where the Project Owner terminates the implementation of the whole or part of the contract in accordance with Clause 1 hereof, the Project Owner may conclude contracts with another bidder to implement such terminated part. The consulting bidder shall be responsible for compensating the Project Owner for excessive expenses for such terminated part. However, the consulting bidder is still responsible for implementing the remaining part of the contract.

Article 14. Termination of contract due to faults of the Project Owner

The consulting bidder may terminate the implementation of the whole or part of the contract by giving notice to the Project Owner in writing when the Project Owner fails to implement contents of work ____[Specify the contents which the Project Owner violates shall lead to the termination of the contract by the consulting bidder].

Article 15. Force majeure

1. In this Contract, force majeure shall be construed as unforeseen events beyond the control of a party, such as war, riot, strike, fire, natural disasters, flood, epidemics, and isolation due to quarantine process.

2. In the event of force majeure, the party affected by force majeure shall promptly give notice to the other party in writing of such event and causes of such event. At the same time, such party shall send written confirmation on such force majeure issued by a competent agency at the place where the force majeure occurs.

Within the period during which the consulting bidder cannot implement service due to force majeure, it shall continue implementing its contractual obligations under actual conditions in accordance with the instruction of the Project Owner and shall take reasonable action to implement parts of work which are unaffected by the force majeure. In this case, the Project Owner shall consider reimbursing the consulting bidder for additional expenses reasonably and necessarily incurred.

3. Either party failing to fulfill its duties due to force majeure shall not be required to compensate for damages, punished or terminated the contract.

Any dispute arising from the occurrence or persistence of the force majeure shall be settled in accordance with the provisions in Article 16 of this Chapter.

Article 16. Settlement of dispute

1. The consulting bidder and the Project Owner shall be responsible for settling disputes arising among parties by negotiation, reconciliation.

2. Where such dispute cannot be settled by negotiation, reconciliation within the period____ [Specify the number of days] from the commencement of the dispute, either party may ask for settling such dispute in accordance with the following mechanisms

[Specify the time and the mechanism to settle the dispute basing on the size, nature of the bidding package. It is necessary to point out the time of sending the request of the dispute settlement, the agency settling the dispute, expenses of the dispute settlement].

Article 17. Notice

1. Any notice sent by one party to the other party in relation to the contract shall be made in writing at the address as following:

- The contact address of the Project Owner: _______________

Telephone: _____________

Fax: _____________________

E-mail: _______________

- The contact address of the consulting bidder:_____________

Telephone: _______________

Fax: ________________--

E-mail: ___________

2. Any notice of a partner shall take effect from the date of receipt of the other partner or from the effective date as stated in such notice, whichever comes later.

3. In case that either party changes its contact address, it must notify the other party in order to ensure the communication. If a party fails to inform the other party about its address change, such party shall be responsible for all the consequences due to such failure.

Chapter VI

FORMS OF CONTRACT

Form 14

CONTRACT¹

(Applied to package contract or percentage-proportioned contract)

____, date  ____  _____

Contract No.: ___________

Bidding package: ____ [Specify the name of the bidding package]

Under project: ____[Specify the name of the project]

- Pursuant to² ____[Civil Code No. 33/2005/QH11 dated 14/6/2005 of the General Assembly];

- Pursuant to² _____[Law on Bidding No. 61/2005/QH11 dated 29/11/2005 of the General Assembly];

- Pursuant to² ____ [Construction Law No. 16/2003/QH11 dated 26/11/2003 of the General Assembly];

- Pursuant to² ____[Modifying, supplementing law to some articles of the laws in relation to the basic construction investment No. 38/2009/QH12 dated 19/6/2009 of the General Assembly];

- Pursuant to² ____[Decree No. 85/2009/ND-CP dated 15/10/2009 of the Government on instructions for implementing the Law on Bidding and selection of construction contractor according to Construction Law];

- Pursuant to Decision No. ____dated ____of ____on the approval of bidding result of bidding package _____[Specify the name of the bidding package] and the notification of bidding award No.___ dated ____ of the Bid solicitor;

- Basing on the minute of contract negotiation, completion signed between the Project

Owners and Bidding Winner dated _____;

We, representing the contract signing parties, are:

Project Owner (hereinafter referred as Party A)

Name of Project Owner [Specify the name of the Project Owner] _______

Address: ____________________________________________________

Tel: ___________Fax: _________________________________________

E-mail: ___________________________________________________

Account: ___________________________________________________

Tax code: ___________________________________________________

Represented by Mr/Mrs: ___________________________________________________

Title: ___________________________________________________

Power of Attorney No. _____ dated _____ (In case of authorization).

Consulting Bidder (hereinafter referred as Party B)

____________________

1 In case the specialized Laws have provisions the application of the Contract Form to the specialized consulting work, it is necessary to comply such provisions basing on the agreement with the provisions of the Law on Bidding.

2 Updating the document of applicable legal jurisdiction.

Name of the Consulting Bidder [Specify the name of the Consulting Bidder] ________

Address: __________________________________________________

Tel: _________________Fax: __________________________________________________

E-mail: __________________________________________________

Account: __________________________________________________

Tax code: __________________________________________________

Represented by Mr/Mrs: __________________________________________________

Title: __________________________________________________

Power of Attorney No. ______ dated _____(In case of authorization).

The two Parties agree to sign the Consulting Service Contract with the following content:

Article 1. Objects of the Contract

Objects of the Contract are the services stated in detail in Appendix A "Terms of reference".

Article 2. Compositions of the Contract

Compositions of the Contract and the order in legal priority as follows:

1. Contract document (attached with Appendices, if any);

2. Minute of contract negotiation, completion.

3. Decision of approval of bidding result;

4. Particular conditions of contract;

5. The Proposal Document and the instructing documents for the Proposal Document of the Bidding winner (if any);

6. Request Document and the additional documents for Request Document (if any);

7. Other attached documents (if any).

Article 3. Responsibilities of the Project Owner

1. Rights of the Project Owner

a) To own and use the products of consulting services complying with the Contract.

b) Not to check and take the products of consulting services with quality not complying with the Contract.

c) To check the consulting work of the bidder if deeming necessary.

d) To require the alteration and supplement of the consulting products.

e) To suspend the implementation or require the termination of the contract as stipulated.

2. Obligations of the Project Owner:

a) To facilitate as possible the implementation of consulting services by the bidder in respect of licenses of working, customs formalities, taxation, etc.

b) To instruct the bidder on the contents relating to the Project and the Request Document.

c) To provide on the demand of the bidder with the documents necessary which support the bidder in the implementation of consulting services and to take all responsibilities for the accuracy and adequacy of the documents provided by itself.

d) To consider the bidder's requests, proposals relating to the implementation of consulting services and approve them within the appropriate period not to delay the implementation schedule of the construction consultation.

e) To fully pay to the bidder complying with the contract price agreed in this contract.

f) To reply in writing the bidder's requests or proposals in the period of ____ days

[Specify the number of days]. In case that in the period mentioned above, the Project Owner does not give opinions, it shall be deemed that the requests or proposals have been accepted by the

Project Owner.

g) To assign individuals who are qualified, capable and have professional knowledge suitable for every affair to co-work with the bidder.

Article 4. Responsibilities of the bidder

1. Rights of the bidder

a) To request the Project Owner to provide information, documents relating to the contents of consulting work.

b) To propose the issues which the Project Owner has not included in the Request Document or to propose changes when discovering factors affecting the quality of consulting products.

c) To refuse to conduct the affairs not appropriate outside the content of the Contract and the requests illegal from the Project Owners.

d) To enjoy the copyright protection as defined by laws (in respect of consulting products relating to copyright).

e) To be entitled to request the Project Owner to make payments complying with the schedule stated in the contract, to request the payments of interest arising due to payment delayed as stipulated in the contract signed.

2. Obligations of the bidder:

a) To execute the obligations as stipulated in Terms of reference on basic of conforming to the laws;

b) To ensure the mobilization and arrangement of the human resource as listed in Appendix B "Human Resource of the Consulting Bidder" to conduct services.

c) To complete the work in the progress as scheduled, to file reports with the Project Owner within the period and in the manners as stipulated in Appendix C "Responsibilities of reporting of the Consulting Bidder";

d) To take responsibilities for the quality of consulting products and to fully perform other services as stated in the Contract Conditions.

Article 5. Contract price, duration and mode of payment

1. Contract price:  [Specify the value in figures, letters and the currency of the contract. In case of percentage proportion, the contract price is calculated according to the percentage of value of Construction or work volume. In case the Contract is signed in many currencies, write the value in figures, letters and each of the currencies, for example: USD 100,000 + VND 500,000,000 (one hundred thousand US Dollar and five hundred million Vietnam Dong)]. This amount comprises of all costs, interests and any tax payable by the Consulting Bidder.

2. Duration of payment:

______ [Specify the value/percentage and currency] when the Project Owner receives one copy of Contract signed by the Consulting Bidder.

_______ [Specify the value/percentage and currency] when the Project Owner receives and accepts the draft of report designed by the Consulting Bidder.

______ [Specify the value/percentage and currency] when the Project Owner receives and accepts the final report.

Total amount of payment _____ [Specify the value and currency]

[The Duration of payment can be changed in compliance with the output reports stated in detail in Appendix C].

3. Mode of payment:

Mode of payment is stated in Clause 1, Article 7 of "Contract Conditions".

Article 6. Form of Contract

[State the form of the contract in compliance with Article 5 of "Contract Conditions"]

Article 7. Time of contract implementation

[State the Time of contract implementation in compliance with the Clause 2 Section 1 of the Request Document, the Proposal Document and result of contract negotiation, completion between the two Parties].

Article 8. Contract effect

1. The Contract shall take effect from ____[Specify the date of contract effect in compliance with regulations at Clause 6 Article 1 of "Contract Conditions"].

2. The Contract shall expire when the two Parties implement the Contract liquidation as prescribed by the Law.

The Contract is made into ____counterpart(s), the Project Owner keeps ____counterparts, the Consulting Bidder keeps ____counterpart(s), those counterparts of the Contract has equal legal validity.

Form 15

CONTRACT¹

(Applied to the nature of time-based contract)

_____, date _____

Contract No.: _______________________________

Bidding package: ___________________________ [Specify the name of the bidding package]

Under project: __________________[ Specify the name of the project]

- Pursuant to2 ______________[Civil Code No. 33/2005/QH11 dated 14/6/2005 of the General Assembly];

- Pursuant to2 ________[Law on Bidding No. 61/2005/QH11 dated 29/11/2005 of the General Assembly];

- Pursuant to2 _________- [Construction Law No. 16/2003/QH11 dated 26/11/2003 of the General Assembly]

- Pursuant to2 ________[Modifying, supplementing law to some articles of the laws in relation to the basic construction investment No. 38/2009/QH12 dated 19/6/2009 of the General Assembly];

- Pursuant to2 _________[Decree No. 85/2009/ND-CP dated 15/10/2009 of the Government on instructions for implementing the Law on Bidding and selection of construction contractor according to Construction Law];

- Pursuant to Decision No. ____dated ____of _____on the approval of bidding result of Bidding package _____[Specify the name of the bidding package] and the notification of bidding award No. ___ dated ____ of the Bid solicitor;

- Basing on the minute of contract negotiation, completion signed between the Project Owners and Bidding Winner dated_____; We, representing the contract signing parties, are:

Project Owner (hereinafter referred as Party A)

Name of Project Owner [Specify the name of the Project Owner]  

Address: _______________________________

Tel: ______________________________Fax: ______________________________

E-mail: ______________________________

Account: ______________________________

Tax code: ______________________________

Represented by Mr/Mrs: ______________________________

Title: ______________________________

Power of Attorney No. ____ dated ____(In case of authorization).

Consulting Bidder (hereinafter referred as Party B)

Name of Consulting Bidder [Specify the name of the Consulting Bidder] ___________________________

Address: ______________________________

Tel: ______________________________Fax: ______________________________

E-mail: ______________________________

______________________________

1 In case the specialized Laws have provisions the application of the Contract Form to the specialized consulting work, it is necessary to comply such provisions basing on the agreement with the provisions of the Law on Bidding

2 Updating the document of applicable legal jurisdiction.

Account: ______________________________

Tax code: ______________________________

Represented by Mr/Mrs: ______________________________

Title: ______________________________

Power of Attorney No. ___ dated ____ (In case of authorization).

The two Parties agree to sign the Consulting Service Contract with the following content:

Article 1. Objects of the Contract

Objects of the Contract are the services stated in detail in Appendix A "Terms of reference".

Article 2. Compositions of the Contract

Compositions of the Contract and the order in legal priority as follows:

1. Contract document (attached with Appendices, if any);

2. Minute of contract negotiation, completion.

3. Decision of approval of bidding result;

4. Particular conditions of contract;

5. Proposal Document and the instructing documents for Proposal Document of the Bidding winner (if any);

6. The Request Document and the additional documents for the Request Document (if any);

7. Other attached documents (if any).

Article 3. Responsibilities of the Project Owner

1. Rights of the Project Owner

a) To own and use the products of consulting services complying with the Contract.

b) Not to check and take the products of consulting services with quality not complying with the Contract.

c) To check the consulting work of the bidder if deeming necessary.

d) To require the alteration and supplement of the consulting products.

e) To suspend the implementation or require the termination of the contract as stipulated.

2. Obligations of the Project Owner:

a) To facilitate as possible the implementation of consulting services by the bidder in respect of licenses of working, customs formalities, taxation, etc.

b) To instruct the bidder on the contents relating to the Project and the Request Document.

c) To provide on the demand of the bidder with the documents necessary which support the bidder in the implementation of consulting services and to take all responsibilities for the accuracy and adequacy of the documents provided by itself.

d) To consider the bidder's requests, proposals relating to the implementation of consulting services and approve them within the appropriate period not to delay the implementation schedule of the construction consultation.

e) To fully pay to the bidder complying with the contract price agreed in this contract.

f) To reply in writing the bidder's requests or proposals in the period of ____ days

[Specify the number of days]. In case that in the period mentioned above, the Project Owner does not give opinions, it shall be deemed that the requests or proposals have been accepted by the Project Owner.

g) To assign individuals who are qualified, capable and have professional knowledge suitable for every affair to co-work with the bidder.

Article 4. Responsibilities of the bidder

1. Rights of the bidder

a) To request the Project Owner to provide information, documents relating to the contents of consulting work.

b) To propose the issues which the Project Owner has not included in the Request Document or to propose changes when discovering factors affecting the quality of consulting products.

c) To refuse to conduct the affairs not appropriate outside the content of the Contract and the requests illegal from the Project Owners.

d) To enjoy the copyright protection as defined by laws (in respect of consulting products relating to copyright).

e) To be entitled to request the Project Owner to make payments complying with the schedule stated in the contract, to request the payments of interest arising due to payment delayed as stipulated in the contract signed.

2. Obligations of the bidder:

a) To execute the obligations as stipulated in Terms of Reference on basic of conforming to the laws;

b) To ensure the mobilization and arrangement of the human resource as listed in Appendix B "Human Resource of the Consulting Bidder" to conduct services.

c) To complete the work in the progress as scheduled, to file reports with the Project Owner within the period and in the manners as stipulated in Appendix C "Responsibilities of reporting of the Consulting Bidder";

d) To take responsibilities for the quality of consulting products and to fully perform other services as stated in the Contract Conditions.

Article 5. Contract price, duration and mode of payment

1. Contract price: ________ [Specify the value in figures, letters and the currency of the contract. In case of percentage proportion, the contract price is calculated according to the percentage of value of Construction or work volume. In case the Contract is signed in many currencies, write the value in figures, letters and each of the currencies, for example: USD 100,000 + VND 500,000,000 (one hundred thousand US Dollar and five hundred million Vietnam Dong)]. This amount comprises of all costs, interests and any tax payable by the Consulting Bidder.

- Remuneration for experts:

The Project Owner shall pay the consulting bidder the remuneration by     [Specify one of the 3 contents: month/ day/ hour per capita] as agreed in Appendix D.

- Other expenses not belonging to remuneration:

The Project Owner shall pay the consulting bidder other expenses with the ceiling of  ______ [Specify the value and the currency of payment] for the actual expenses as following:

+ Business expenses (including traveling expenses, business and staying allowance), stationery, photocopy, printing expenses, and communication costs. These expenses and costs shall be repaid and must be confirmed by the Project Owner;

+ Other expenses approved by the Project Owner.

2. Duration and mode of payment:

The payments shall be made in the period and the mode as set out in clause 1 and clause

3, Article 7 of "Contract Conditions"

Article 6. Form of Contract: Basing on time

Article 7. Time of contract implementation _______ [State the Time of contract implementation in compliance with the Clause 2 Section 1 of the Request Document, the Proposal Document and result of contract negotiation, completion between the two Parties].

Article 8. Contract effect

1. The Contract shall take effect from _____[Specify the date of contract effect in compliance with regulations at Clause 6 Article 1 of "Contract Conditions"].

2. The Contract shall expire when the two Parties implement the Contract liquidation as prescribed by the Law.The Contract is made into ____counterpart(s), the Project Owner keeps ____counterparts, the Consulting Bidder keeps _____counterpart(s), those counterparts of the Contract has equal legal validity.

APPENDICES

Appendix A: Terms of reference

Appendix B: List of staff of the Consulting Bidder

Appendix C: Responsibilities of reporting of the Consulting Bidder

Appendix D: Estimation of expense

Form 16

GUARANTEE OF MONEY PAID IN ADVANCE¹

_____, date ____

To: _____[Specify name of the Project Owner]
(hereinafter called as "Project Owner")
[Specify name and number of the Contract]

According to the term of payment in advance stated in the Particular conditions of contract, ____[Specify name and address of the Consulting Bidder] (hereafter called as "Bidder") must pay to the Project Owner a bank guarantee to assure that the Bidder uses the due disposal of the money paid in advance  [Specify the value in figures, letters and the used currency] for contract performance;

We, ___ [Specify name of the bank] with the registered headquarter at ____ [Specify the address of the bank2], (hereafter called as "Bank"), at the request of Project Owner, agree unconditionally, without cancellation and request of prior consideration of the Project Owner, to pay to the Project Owner as he may require an amount note exceeding____[Specify the value in figures, letters and the used currency]

Besides, we agree that any change, adding or adjustment of the conditions of contract or any document in relation to the contract signed between the Bidder and Project Owner will not alter any liability of our in compliance with this guarantee.

The value of this guarantee will decrease in proportion with the money paid in advance which the Project Owner withdraws over payment period as stated in Article 6 of the Contract after the Bidder shows the Project Owner's confirmation on the withdrawn money over payment periods.

This Guarantee takes effect since the date when the Bidder receives the money paid in advance under the Contract to date ____3 or when the Project Owner withdraws all the monies paid in advance, to the date that comes sooner accordingly.

Notes:

1 Based on the particular conditions of the Bidding package, regulate in compliance with the requirements stated in Article 7, Contract Conditions.

2 Bank's address: write the address, telephone, fax, email.

3 Date of completing all liabilities in the Contract. In case of extending the time of contract implementation as necessary, require a valid extension requirement for guarantee of payment in advance.