(Name of Employer)

Draft
Standard Bidding Documents

Procurement of Works

Hanoi February 2002

 Contents

Introduction....................................................................................................................

Section I. Announcement for Bids and Invitation for Bids (IFB)............................

Section II. Instructions to Bidders...............................................................................

II.1 Instructions to Bidders..............................................................................................
A. General.......................................................................................................................
B. Bidding Documents....................................................................................................
C. Preparation of Bids....................................................................................................
D. Submission of Bids.....................................................................................................
E. Bid Openning and Evaluation
F. Award of Contract......................................................................................................
II.2 Bid Data Sheet...........................................................................................................
II.3 Bid Evaluation Criteria..............................................................................................

Section III. Contract.....................................................................................................

A. Contract Agreement.....................................................................................................
B. Conditions of Particular Application (COPA)............................................................
C. General Conditions of Contract..................................................................................
D. Special Conditions of Contract...................................................................................

Section IV. General Description of Project................................................................

Section V. Technical Specifications and Drawings....................................................

Section VI. Bill of Quantities........................................................................................

Section VII. Form of Bid and Sample Forms.............................................................

A. Form of Bid..................................................................................................................
B. Bidder's Qualification.................................................................................................
1. Form of General Information
2. Form of List of Key Personels
3. Form of Site Organization Chart
4. Form of List of Constructional Machinery and Equipment
5. Form of List of Experiences
6. Form of List of Projects under Construction or List of Awarded Contracts
7. Form of Financial Capability Declaration
8. Form of List of Consortium Members
C. Form of Price Schedules
D. Other Forms................................................................................................................
1. Form of Bid Security
2. Form of Performance Security
3. Form of Advance Payment Guarantee
iv
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SECTION I. INVITATION FOR BIDS (IFB)

A. Announcement for Bids

[date]

According to the authorization of the Employer, [Full Name of Executive Agency] invite
eligible (local or local and foreign) bidders to bid for the following package (more specific
information may be added if necessary) :

[Scope of Work}:
[Source of Fund]:
[Name of Project and General Description of the Project]:

Interested Bidders may obtain further information and purchase the Bid Document from the
Employer from ………..(hour)…………..(date) ………….(month)………to ………..(hour)
…………..(date) ………….(month)………at the office of:

[Name and address of Employer]":

{Tel]:
[Fax]:

(Note: This Announcement of Bid shall only be used on public media and should not be
included in the Bid Document)
6

B. Invitation for Bids

Date………..Month…………Year…………

[Full Name of Employer] intends to call bids for procurement of works for the following
project (indicate the following principle information):

[Name of Project}:
[Source of Fund]:
[General Description of Project]:
[Scope of Work]:

(Name of Employer) invite (…) to bid. A complete set of bidding documents may be
purchased by interested bidders upon payment of a nonrefundable fee of ……. from …am to
…pm on …/…/200.. to …/…/200..at the office of :

Name and Address of Employer

Tel:
Fax:

Bids must be delivered to the above office on or before [time] (Vietnamese time) on [date]
(called Deadline for submission of bids). Bids shall remain valid for the period of …. days
counting from the Deadline for submission of bids.

Bids must be accompanied by a security of [fixed sum in figure and in words]. Bid security
must be submitted with the Bid or sent to the above office on or before the deadline for
submission of bids. Validity period of the bid security shall be … days [indicate specific
number of days and normally, it is equal to validity period of Bid plus 30 days] counting
from the deadline for submission of bids.

Bids will be opened in the presence of bidders’ representatives who choose to attend at [time
and date] at the offices of [address of appropriate office]. The Employer invites the Bidder
to attend the Bid Opening Ceremony.

PURCHASER
[Signed and Sealed]
 7

SECTION II: INSTRUCTION TO BIDDERS (ITB)

Notes on the Instructions to Bidders

Instruction to Bidders provide the information necessary for bidders to prepare responsive
bids in accordance with the requirements of the Employer. This section also gives
information on bid submission, opening, and evaluation, and on the award of contract.

Section II.1 – General Instructions to Bidders - contains provisions that are to be

applied in all cases of procurement of works.

Section II.2. Bid Data Sheet consists of provisions that supplement, amend, or specify
in detail information or requirements included in Section II.1 and which are specific
to each procurement.

Section II.3 - Bid Evaluation Criteria

8

II.1 General Instructions to Bidders

A. GENERAL

1. Scope of Bid 1.1 The Employer wishes to invite Bids for the construction of Project
Name of project and scope of work as described in the Bid Data
Sheet.

1.2. The successful Bidder will be expected to complete the Works

within the period specified in Bid Data Sheet.

2. Source of Funds The Employer has received funds for the Project as specified in the
Bid Data Sheet.

3. Eligible Bidders 3.1. This Invitation for Bids is open to all Bidders and firms which are
legally set up, having legal business registration (under the law of
Bidder’s country) and registered business areas appropriate to the
scope of works, having essential financial capacity, experience and
technical capability to execute and complete the Works as
specified in the Bidding Documents, having fulfilled all of its
taxation obligations, not being listed as the prohibited bidders in
Vietnam and meeting all the requirements applied by the Lender
and other requirements as specified in the Bid Data Sheet.

3.2 Bidders should not be a financial dependent agency of the

Purchaser or a firm or any of its affiliates which have been
engaged by the Purchaser to provide consulting services for the
preparation of the Bid Documents, Bid Evaluation, preparation of
the design and Cost Estimation relating to the procurement of the
works under this Invitation for Bids.

4. Qualification of 4.1 Bidders shall meet the minimum qualification criteria on capability
the Bidder and experience as defined in Sub-Clause 4.2, and shall submit the
documents as specified in Sub-Clause 12 to demonstrate their
capability and experience.

4.2. Bidders should meet the minimum qualification criteria on

capability and experience as follows:

4.2.1. During the last five (5) years, Bidders shall have experience as a
prime contractor or a partner of joint venture in the role of
construction and installation. Number and scope of projects shall
be specified in the Bid Data Sheet.

4.2.2. Average annual volume of construction and erection work

 9

performed during the last 3 years shall meet the minimum criteria
specified in the Bid Data Sheet.

4.2.3. Liquid assets and/or credit facilities shall meet the minimum
criteria specified in the Bid Data Sheet.

4.2.4. Mobilization plan of equipment necessary to carry out the Works

shall be demonstrated. The minimum criteria for construction and
erection equipment are specified in the Bid Data Sheet.

4.2.5. Site manager and key technical personnel shall be engineer in the
area appropriate to the scope of works and have experience in
works similar to this contract at least 5 years or shall meet the
requirements specified in the Bid Data Sheet.

4.3. Qualification of Joint Venture

4.3.1. The Bidder shall submit the documents as specified in Clause 12.

4.3.2. Each member of joint venture shall be an economic organization

legally formed and registered with the area appropriate to the tasks
assigned in the joint venture agreement.

4.3.3. Unless otherwise specified in the Bid Data Sheet, the capability of
the joint venture shall be total capability of all member of the joint
venture.

5. One Bid per 5.1 Each Bidder shall submit only one Bid, either by himself, or as a
Bidder partner in a joint venture. All Bids submitted or participated by a
Bidder who submits or participates in more than one Bid (except
the case of being sub-contractor or proposal of alternative bid as
permitted) shall be disqualified. In case a Corporation to be named
as a Bidder, its units which are financial dependent shall not be
allowed to submit Bids either by itself or as a partner in a
consortium.

6. Cost of Bidding 6.1 The Bidder shall bear all costs associated with the preparation and
submission of his Bid as well as the expenses for contract
negotiation and completion thereafter.

7. Site Visit and 7.1 The bidder is advised to visit and examine the Site of Works and
Pre-Bid its surroundings and obtain for itself on its own responsibility all
Meeting information that may be necessary for preparing the bid. The costs
of visiting the Site shall be at the bidder’s own expense.
The time and detailed plan for the pre-Bid meeting and site
visit (if any) are specified in the Bid Data Sheet or will be
10

informed to each Bidder not later than 10 days before deadline

for submission of Bids.

All matters discussed during the site visit and the pre-Bid
meeting shall be recorded in the Minutes of Meeting by the
Employer and it will be sent to each Bidder including those
who did not participate in the site visit or the pre-Bid meeting.

B. BIDDING DOCUMENTS
8. Content of 8.1 The set of Bidding documents comprises 6 sections listed in the
Bidding table below:
Documents
Section I: Invitation for Bids
Section II: Instructions to Bidders
Section III: Contract Agreement and Conditions of Contract
Section IV: General Information of Project
Section V: Specifications and Drawings
Section VI: Bill of Quantities
Section VII: Form of Bid and Other Forms

8.2 The Bidder is expected to examine all instructions, forms, terms,

and specifications in the bidding documents. Failure to furnish all
information required by the bidding documents or to submit a bid
not substantially responsive to the bidding documents in every
respect will be at the Bidder’s risk and may result in the rejection
of its bid.

9. Clarification of 9.1 A prospective Bidder requiring any clarification of the Bidding

Bidding Documents may notify the Employer in writing or by cable
Documents (“cable” includes telex and facsimile) at the Employer’s address.
The Employer will respond to any request for clarification
received earlier than 10 days prior to the deadline for submission
of Bids. Copies of the Employer’s response will be forwarded to
all purchasers of the Bidding Documents, including a description
of the inquiry, but without identifying its source.

10. Amendment of 10.1 At any time, but no later than 10 days prior to the deadline for
Bidding submission of Bids, the Employer, for any reason, may modify the
Documents Bidding Documents by issuing addenda. In case of amendment of
Bidding Documents, Bidder may require clarification of the
Amendment of Bidding Documents and the Employer shall
respond to any request for clarification received earlier than 10
days prior to the deadline for submission of Bids.
 11

10.2 Any addendum thus issued shall be part of the Bidding documents
and shall be communicated in writing or by cable to all purchasers
of the Bidding Documents. Prospective Bidders shall
acknowledge receipt of each addendum by cable to the Employer
and the original of acknowledgement shall be enclosed in the Bid.

10.3 To give prospective Bidders reasonable time in which to take an

addendum into account in preparing their Bids, the Employer shall
extend, as necessary, the deadline for submission of Bids.1
(Note: the time specified in the item 9 and 10 may be shorten in case of
small bid and shall be stipulated in Bid Data Sheet)

C. PREPARATION OF BIDS

11. Language of 11.1 The bid, and all correspondence and documents related to the bid
Bid exchanged by the bidder and the Employer shall be written in the
bid language stipulated in the Bid Data Sheet. Supporting
documents and printed literature furnished by the bidder may be in
another language provided they are accompanied by an accurate
translation of the relevant passages in the above stated language, in
which case, the Bidder shall be responsible for the accuracy of the
translation.

12. Documents 12.1 The Bid submitted by the Bidder shall comprise the following:
Comprising the
Bid (a) The Bid
(b) Bid Security;
(c) Price Schedule (in the form provided in the Bidding
Document);
(d) List of documents received by the Bidder including all
Bidding Documents, clarifications and addendum
(e) Documents demonstrating the legal status, capacity and
experience of the Bidder.
(f) Bidder’s site organization and proposed technical solutions
(g) Alternative offers where invited;

12.2 To comply with clause 3 and sub-clause 12.1 (e), Bidders shall
submit with their Bids, documentary evidence that the Bidder was
legally set up and obtained legal business registration to allow the
Bidder doing business in the sector suitable to the required scope
of the works. The person signing the Bid shall be legal
1
Note: Time periods mentioned in ITB 8 and 9 can be shorter in case of small package and shall be specified in
the Bid Data Sheet.
12

representative of the Bidder. For the foreign bidders, the Power of

Attorney shall be certified by a competent public notary.

12.3 Documents demonstrating the experience of Bidders:

In order to demonstrate the experience according to Sub-clause
4.2.1 and comply with sub-clause 12.1(e), Bidders as well as their
subcontractors shall submit certificates issued by other owners of
projects completed or underway, or copies of documents showing
the completed percentage of the relevant works, the scope of the
contract, main technical parameters, construction schedules,
contract prices etc. of each project. These information will be the
basis for evaluation of the Bidder’s experience.

In addition, Bidder’s experience will also be evaluated through

certificates issued by authorized organizations. These may include
a certificate obtained in a competition, an ISO9000 certificate, and
other equivalent certificate issued to the contractors. Bidders shall
submit all these certificates given by authorized organizations.

12.4 Documents demonstrating contractor’s financial capability:

To comply with sub-clause 4.2.2, 4.2.3 and sub-clause 12.1(e),

contractors shall submit:

- Financial reports, certified by an auditor on total assets, total

liabilities, current assets, current liabilities, working capital,
annual benefits and loss, and contract value of projects
completed during the last 3 years.

- Plan for mobilizing liquid assets for the project: Bidders shall
submit a plan for mobilizing liquid assets (equity and/or loans
commitment) to meet the required construction schedule. The
minimum liquid assets of Bidders shall be not less than the
minimum value specified in sub-clause In case the liquid assets is
less than the required amount, the Bidders may provide credit-line
from banks for this project with the value equal to the deficient
capital.

12.5 To comply with sub-clause 3, Bidders shall submit all information

related to any disputes, litigation or arbitration during the last 5
years.

12.6 To comply with sub-clause 18.2, Bidders shall submit a power of

attorney in case a person signing the Bid is not a legal
representative of the Bidder (e.g. director, leader of economic
organization etc.)
 13

12.7 To comply with sub-clause 12.1 (f), Bidders shall submit

documents clearly specifying technical solutions and work
method, and other statement in writing to ensure it’s conformity to
the actual condition including drawings, photograph, certificate
etc., which comprise, without limitation, the following.

- Site organization chart, assignment of the Site Manager and

technical supervisors, and mobilization of personnel for each
work. The Site Manager and technical supervisors must meet
the requirements specified in sub-clause 4.2.5.

- Documents demonstrating that the Bidders supply sufficient

amount of materials for construction and erection with good
quality and within the time required.

- A plan for mobilizing constructional equipment in accordance

with the requirements specified in 4.2.4. Bidders shall submit
documents to demonstrate that they have mobilized equipment
sufficiently for carrying out the Works. If specified in Bid
Data Sheet, Bidders shall list the quantity and type of
equipment and facilities owned or rented by the Bidder for
implementation of the project (this will be considered in
evaluation of Bids). In case of rent equipment, Bidders must
demonstrate that the rent contract will be in force for the
whole period of execution of the Works.

- Technical solution to ensure the quality and safety of the

Works, explosion avoidance and environment protection.

- Diagram of using of sub-contractors. The total value of

subcontracts shall not exceed value specified in the Bid Data
Sheet. With respect to the specific works which the business
license or professional certificate is required, the business
license or professional certificate of the respective sub-
contractor as well as the sub-contractor’s confirmation for
implementation the works shall be enclosed in the Bid. Details
shall be specified in the Bid Data Sheet.

- Detailed statement on the time schedule for construction and

erection work accompanied by a CPM network prepared in
compliance with the construction schedule included in the
Biding Documents and special requirements specified in the
Bid Data Sheet.

12.8 To comply with sub-clause 4.3, Bidders as Consortium shall

14

submit the following documents:

- A consortium agreement. The contents of this consortium

agreement shall bind the joint and several liabilities of all
members, clearly indicate the obligations of each member,
authorize a member to be the leader of the Consortium who
shall have full authorization to sign all documents during the
bid process.. The exchanged documents between the Employer
and the Bidder signed by the authorized person shall be
binding on all the members of the Consortium. The
Consortium Agreement shall also indicate that the Leader shall
act on behalf of all member of the Consortium to work with
other members and with the Employer.

- Business registration of each partner of joint venture and other

documents demonstrating that the eligibility of each partner
shall be in accordance with requirement specified in clause
4.3.2.

- Documents demonstrating the experience and financial

capability of each partner appropriate to the its assigned tasks
as specified in Consortium Agreement.

Failure to submit the legal documents of any partner of

Consortium will be the cause for rejection of the Consortium’s
eligibility and the Bid. Only consortium agreement specifically
made for this package shall be acceptable. It shall be unacceptable
of the consortium agreement made generally for all packages.

The documents mentioned above shall be the original or a copy

certified by a competent organization.
13. Bid Prices 13.1. Bid prices offered by the Bidders shall be deemed to cover all of
their obligations and responsibilities under the Contract to execute
and complete the whole of the Works as described in the General
Information of Project, Specifications and Drawings included in
the Biding Documents. Bidders shall fill in rates and prices for all
items of the works specified in the Bill of Quantities.
13.2 In accordance with sub-clause 13.1, Bid prices shall include all
costs necessary for the Bidder to perform the Contract, which shall
include all taxes, fees and insurance premium payable by the
Bidder in accordance with the laws as of the date 10 days prior to
the deadline for submission of Bids. VAT shall be quoted in
separate row in the Summary Bid Price. Construction and Erection
All Risks Insurance shall be bought by the Employer, thus it shall
be excluded from the Bid price unless otherwise specified in the
 15

Bid Data Sheet.

13.3. Any and all works which are not stated in the Bill of Quantities but
are specified in the Specifications or Drawing and all works that
are required to support construction and erection works shall be
deemed to form part of the Contractor’s scope of works and their
costs shall be included in the Contract Price.
13.4 If the Bidder considers that the quantities shown in the Bill of
Quantities are less than those which he has derived from the
Drawings or Specifications or require an additional quantities to
meet the technical requirements of the Contract, the Bidders shall
make a separate Bill of Quantities. The price of additional
quantities in such separate Bill of Quantities shall not be included
in the Bid price.
13.5. In case the Bidders propose any discount to the prices shown on
the Bill of Quantities, Bidders shall give, in their letter offering the
discount, the reasons and detailed calculation of such discount for
each item. Such letter of discount shall be submitted with the Bid.
If the Bidder does not specify the details of the discount, the
amount of discount will be applied on all items uniformly.
13.6. The offered price, if the contract is awarded, shall be a fixed lump
sum price throughout the duration of the Contract implementation.

14. Currencies of 14.1 Unit rates and prices shall be quoted by the Bidder entirely in
Bid and Payment Vietnamese Dong except otherwise specified in the Bid Data
Sheet.

15. Bid Validity 15.1 Bids shall remain valid for the period specified in the Invitation for
Bids after the closing time. A bid offers the validity for a shorter
period shall be rejected by the Employer as non-responsive.

15.2 In exceptional circumstances, the Employer may request the

Bidders to extend the period of validity for a specified additional
period. The request and the Bidders’ responses shall be made in
writing or by cable. The validity of Bid Security as specified in
Clause 16 shall be extended accordingly.

16. Bid Security According to Clause 12.1, the Bidder shall furnish, as part of the
Bid, a Bid Security in the currency and amount specified in the
Invitation for Bids.

16.1 The bid security shall be in one of the following forms:

(a) a bank guarantee issued by a reputable bank legally operated

16

and located in the Purchaser’s country or abroad, in the form

provided in the bidding documents or another form acceptable
to the Employer. If the bid security issued by a foreign bank, it
is requested that the security should be issued through its
legally operated representative office in Vietnam (if any) or its
validity should be confirmed by a Vietnamese Bank which
have the agent relationship with the issuing Bank; or

(b) a cashier’s or certified check accompanied by a certification as

required by the bidding documents.

16.2 Any Bid not accompanied by Bid Security as required above shall
be rejected by the Employer.

16.3 The Bid securities of unsuccessful bidders will be returned as

promptly as possible, but not later than 30 days after the expiration
of the period of bid validity.

16.4 The Bid Security of the successful Bidder will be discharged when
the Bidder has signed the Contract Agreement and furnished the
required Performance Security as specified in Clause 32.

16.5 The Bid Security may be forfeited

(a) if the Bidder withdraws the Bid after Bid opening during the
period of Bid validity;

(b) in the case of a successful Bidder, if the Bidder fails within the
specified time limit to
(i) sign the Agreement; or
(ii) furnish the required Performance Security.; or

17. Alternative 17.1 Bidders may submit alternative offers provided that they comply
Proposals by with the requirements of the Bidding documents. Alternatives will
Bidders only be considered, if allowed in the Bid Data Sheet.

17.2 Bidders wishing to offer alternatives to the requirements of the

Bidding documents must firstly submit a main offer that complies
with the requirements of the Bidding documents. The Bidder shall
provide all information necessary for a complete evaluation of the
alternative by the Employer, including design, calculations,
technical specifications, breakdown of prices, proposed
construction methods and other details relevant to the alternative
proposal. Only the technical alternatives, if any, of the lowest
evaluated Bidder conforming to the basic technical requirements
 17

shall be considered by the Employer.

18. Format and 18.1 The Bidder shall prepare one original of bid comprising the
Signing of Bid documents as described in Clause 12 of these Instructions to
Bidders, bound with the volume containing the Form of Bid, and
clearly marked “ORIGINAL.” In addition, the Bidder shall submit
five n (05) copies of the Bid (or in the number specified in the Bid
Data Sheet), and clearly marked as “COPIES.” In the event of
discrepancy between them, the original shall prevail.

18.2 The original and the copies of the bid shall be typed or written in
indelible ink and shall be paged continuously. The Bid Form, all
pages of amended printed literature, guaranteed technical
characteristics and modification or clarification of the Bid (in the
original copy of the Bid) shall be initialed by a person or persons
duly authorized to bind the Bidder to the contract. In case the
person duly authorized signed the Bid, the Bid should be
accompanied by a power of attorney as indicated in the ITB Clause
12.6.

18.3 Except specified in Bidding Documents, the Bid shall not be

altered or added after the closing time.

D. SUBMISSION OF BIDS

19. Sealing and 19.1 The Bidder shall seal their Bids by it own way. The Bids should be
Marking of Bids clearly marked as “ORIGINAL” and “COPIES”.

19.2 The outer envelopes shall

(a) be addressed to the Employer at the address provided in the

Invitation for Bids;

(b) name and address of Bidder

(c) name and reference number of the package; and

(c) provide a statement “DO NOT OPEN BEFORE [date & time],
to be completed with the time and date for Bid opening as
specified in the Bid Data Sheet.

19.3 The identification required in Sub-Clause 19.2, particularly the

name and address of the Bidder, shall be marked clearly and
accurately to enable the Employer to contact the Bidder when
necessary.
18

19.4 If the outer envelope is not sealed and marked as above, the
Employer will assume no responsibility for the misplacement or
premature opening of the Bid.

20. Deadline for 20.1 Bids shall be delivered to the Employer at the address specified
Sub-mission of above not later than the time and date specified in the Bid Data
Bids Sheet.

20.2 The Employer may extend the deadline for submission of Bids in
accordance with Clause 10, in which case all rights and obligations
of the Employer and the Bidders previously subject to the original
deadline will then be subject to the new deadline.

21. Late Bids 21.1 Any Bid received by the Employer after the deadline prescribed in
Clause 20 will be returned unopened to the Bidder when it is
received at the address for submission of bids.

22. Modification 22.1 Bidders may modify or withdraw their Bids provided that the
and Withdrawal notice of modification or withdrawal of bid is received by the
of Bids Employer before the deadline for submission of Bids.

22.2 The Bidder’s modification or withdrawal notice may be sent by fax

or directly to the Employer, but it should arrive to the Employer
before the deadline for submission of Bids.

22.3 No Bid may be modified or withdraw after the deadline for

submission of Bids.

22.4 Bidders are not permitted to withdraw their Bids during the period
between the deadline for submission of Bids and the expiration of
the period of Bid validity as stated in their Bid Form or as
extended pursuant to Sub-Clause 15.2. If they do so, it may result
in the forfeiture of the Bid Security pursuant to Clause 16.

E. BID OPENING AND EVALUATION

23. Bid Opening 23.1 The Employer will open the Bids at the time and address specified
in the Invitation for Bids. The Bidder’s representatives shall be
invited to attend the Bid opening and sign the Minute of Bid
Opening.

23.2 The Bidders’ names, the Bid prices as stated in Bid Form, Bid price
for alternative Bid (if alternatives have been requested or
 19

permitted), any discounts, Bid modifications and withdrawals, the

presence or absence of Bid Security, and such other details as the
Employer may consider appropriate, will be announced by the
Employer at the opening.

23.3 The Minute of Bid Opening shall be sent to the Bidder whose
Representative attended the Bid Opening.

24. Clarification 24.1 During the evaluation of bids, the Employer may, at the
of Bids Employer’s discretion, ask any Bidder for clarification of the
Bidder’s Bid. Request and responses thereto shall be made in
writing. No change in the price or substance of the Bid shall be
sought, offered, or permitted.

24.2 The Purchaser may, if necessary, at its discretion, ask the Bidder
for extension of the validity of its Bids and bid security
respectively. The content of the request for extension shall be
provided in the letter of request sent to the Bidder. Bidder, at its
discretion, may refuse the extension of bid validity without
forfeiting its bid security.

25. Primary 25.1 Prior to the detailed evaluation of Bids, the Employer will
Examination of determine whether each Bid (a) meets the eligibility criteria defined
Bids and in Clause 3; (b) has been properly signed; (c) is accompanied by
Determination of the required Bid securities; (d) is substantially responsive to the
Responsiveness precedent requirements of the Bidding documents.

26.2 A substantially responsive Bid is one which conforms to all the

terms, conditions, and specifications of the Bidding documents,
without following material deviations: (a) which affects in any
substantial way the scope, quality, or performance of the Works; (b)
which limits in any substantial way, inconsistent with the Bidding
documents, the Employer’s rights or the Bidder’s obligations under
the Contract; or (c) which would affect unfairly the competitive
position of other Bidders presenting substantially responsive Bids.

25.3 Bids may be rejected by the Employer for the reasons including,
but not limited to;

(a) Bidder’s legal status is not appropriate as requested in the ITB

Clause 3 and the Bid Data Sheet);

(b) Name of Bidder is beyond the list of bidders who have by

itself or authorized other to purchase the bidding documents;

(c) Bidder is named in two Bids for the same package

20

(d) The required bid security is not furnished or the amount of bid
security is insufficient or the validity of the bid security is
shorter than the required period;

(e) Bid is not signed properly (or lack of proper seal in case of
local bidder)

(f) Bid consists of material deviations;

(g) Bidder only submitted the alternative bid;

(h) Bid is not responsive to the other conditions precedent

prescribed in the Bidding documents (if any)

26. Correction of 26.1 Bids determined to be substantially responsive will be checked by

Arithmetic Errors the Employer for any arithmetic errors and deviations. Arithmetic
and Adjustment errors and deviations will be corrected and adjusted by the
for deviations Employer as follows:

1. Where there is a discrepancy between the type-written amounts

and the hand-written amounts, the hand-written amounts shall
prevail.

2. Where there is a discrepancy between the amounts in figures

and the amounts in words, the amounts in words shall prevail.

3. Where there is a discrepancy between the total amount and its

detailed breakdown, the detailed breakdown shall prevail.

4. Where there is a discrepancy between the unit rates and the

total amount obtained by multiplying the unit rates with the
quantity, the unit rates shall prevail.

5. Where there is no unit rate indicated, the unit rate shall be

derived by dividing the total amount by the quantity.

6. Where the total amount is not indicated, the total amount is

obtained by multiplying the unit rate by the quantity.

7. Where there is a mistake of confusing the comma and the

full stop standing for thousand unit, this mistake may be
allowed to be corrected since it is confirmed a reasonable
mistake.

26.2 The amount stated in the Bid will be adjusted by the Employer in
 21

accordance with the above procedure for the correction of errors

and, with the concurrence of the Bidder, shall be considered as
binding upon the Bidder. If the Bidder does not accept the
corrected amount, the Bid will be rejected. If total amount for
correction (excluding item 7 above) exceeds fifteen percent (15%)
of initial Bid price, such Bid shall be rejected.

27. Conversion to For comparison of Bids, the Employer shall convert Bid price to
Single
single currency as specified in Bid Data Sheet with the exchange
Currency
rate published by State Bank of Vietnam on the date of bid
opening.

28. Evaluation 28.1 The Employer will evaluate and compare only the Bids determined
and Comparison to be substantially responsive in accordance with Clause 25&26.
of Bids
28.2 The Employer will evaluate the Bids in the following 2 steps.

Step 1:Technical Evaluation including:

* Construction method and organization (arrangement of the

Contraction site, constructional method and personnel);

* Time schedule;

* Specification and source of supply of materials and the

equipment for the Project (equipment to be installed in the
Works);

* Project quality assurance including arrangement of

construction supervisors with ample experience and
qualification, skilled labor, mobilization of the
Contractor’s plant, quality management system, safety
precaution and environmental protection, etc.)

Only the Bids which have passed Step 1 evaluation will be

evaluated in Step 2: Financial and Commercial Evaluation.

Step 2: Financial and Commercial Evaluation:

In this step, the Bid’s conformity with the requirements of the

Bidding Documents in commercial aspects will be evaluated. This
evaluation shall be the basis for rejection of Bids containing
material deviations. This step of evaluation includes, but is not
limited to:
22

* Financial conditions, bid prices, terms of payment

* Taxes, fees and other services as prescribed in the Bidding
document
* Warranty conditions (if any).
* Any other matters which the Employer considers necessary for
comparison and evaluation of Bids.

Evaluated Bid Price shall be made by converting the Bids to the

same technical, financial and commercial level and shall be the
basis for comparison of Bids. Evaluated Bid Price shall include the
following component:

a. Correction of arithmetic errors and adjustment of deviations

pursuant to Clause 26.

b. Conversion to a single currency pursuant to Clause 27.

c. Appropriate conversion in respect of technique, finance and

commerce and time schedule pursuant to Clause 28.

28.3 The Employer reserves the right to accept or reject any variation or
alternative offer. Where the alternative offer is invited, only the
alternative offer of the Bidder whose Bid is determined to be the
lowest evaluated Bid will be considered for evaluation and contract
negotiation. Variations and alternative offers and other factors
which are in excess of the requirements of the Bidding documents
or otherwise result in unsolicited benefits for the Employer will not
be taken into account in Bid evaluation.

F. AWARD OF CONTRACT

29. Award 29.1 Subject to Clause 30, the Employer will award the Contract to the
Criteria Bidder whose Bid has been determined to be substantially
responsive to the Bidding documents and lowest evaluated Bid
price and whose proposed price for award contract is within the
approved bidding plan, provided that such Bidder has been
determined to be (a) eligible in accordance with the provisions of
Clause 3, and (b) qualified in accordance with the provisions of
Clause 4.

30. Employer’s 30.1 The Employer reserves the right to accept or reject any Bid, and to
Right to Accept cancel the Bidding process and reject all Bids, at any time prior to
any Bid and to the award of Contract, without thereby incurring any liability to
Reject any or all the affected Bidder or Bidders or any obligation to inform the
Bids affected Bidder or Bidders of the grounds for the Employer’s
 23

action.

31. Notification of 31.1 Upon the approval of bidding result, the Employer shall invite the
Award and first ranking Bidder to negotiate the contract. The purpose of the
Signing of contract negotiation is to clarify and modify those matters that
Agreement have arisen during the invitation, submission and evaluation of
Bids.
31.2 Within 30 days of receipt of the Notification of Award, the
successful Bidder shall negotiate with the Employer to complete
and sign the Contract between the Employer and successful
Bidder shall consist of all agreements between two parties.

31.3 Upon the sending of Notification of Award to the successful

Bidder, the Employer shall notify to other bidders that their bids
are not selected and return the bid securities to them.

32. Performance 32.1 Within 15 days after receipt of the Notification of Award, the
Security successful Bidder shall deliver to the Employer a Performance
Security in the amount of 10% of the contract price in accordance
with the conditions of contract and in the form provided in
Bidding Documents or other forms accepted by the Employer.

32.2 Failure of the successful Bidder to comply with the requirements

of Sub-Clause 32.1 shall constitute sufficient grounds for
cancellation of the award and forfeiture of the Bid Security.

33. Advance 33.1 The Employer will provide an Advance Payment of the Contract
Payment Price as stipulated in the Conditions of Contract, subject to a
maximum amount, as stated in the Bid Data Sheet.

34. Settlement of 34.1 Any disputes arising during the performance of the Contract shall
Disputes be settled by the Economic Court in Vietnam and in accordance
with the laws of Vietnam or otherwise provided in Bid Data
Sheet.

35. Settlement of Any Bidder engaging in any negative and/or deceitful action shall
Violation be treated in accordance with the Ordinance on Bidding.
24

Section II.2. Bid Data Sheet

The following specific data for the Works to be procured shall complement, amend, or
supplement the provisions in the Instructions to Bidders. Whenever there is a conflict, the
provisions herein shall prevail over those in the Instructions to Bidders.

Instructions to Bidders Clause Reference

ITB Contents
1.1 Name of Project:
Scope of the Works:

1.2 Period of completion:

2. The source of funds:

Main principles of using source of funds:

3. Field of registered business required for this package:

(In addition, any special provisions as requested by Lenders shall be
specified).
4.2.1 Requirements on Volume and Number of similar contracts that the
Bidder had experiences in implementation during the last five (5)
years. The requirements on number of years that the Bidder has to
show its experiences are subject to the specific requirements of each
bid package. The technical specifications and value of similar
contracts should be indicated.

Ex. During the last five years, the Bidder shall have experience in
the construction of a similar road (or a substation, civil works) with
the value of …
4.2.2 The average annual volume of construction and erection works
performed by the Bidder during the last 3 years.

Ex. During the last 3 years, the Bidder should meet the average
annual volume of construction and erection of … (insert the value)

The average annual volume may be replaced by the total revenue of

the last 3 years.
4.2.3 The requirements on liquid assets and credit facilities.

Ex. The Bidder shall have to undertake the liquid assets and credit
facilities for this bid package excluding the liquid assets and credit
facilities mobilized for other package (or the liquid assets and credit
facilities in general) of …(insert the value)
 25

4.2.4 The requirements on equipment necessary to carry out the Works.

This section should specify only on the main equipment that directly
affects to the time schedules of the Works. It may list in hereunder
form:
Name of equipment Number
1
2
3
…
4.2.5 The Qualifications of Site manager which are subject to the specific
requirements of each bid package.
4.3.3 Subject to the specific requirements of each bid package, the
qualifications of the leader and/or partner in consortium may be
added.
7 Time and location of pre-bid meeting or the plan for site visit (if
any)
8.1 The Bidding Documents comprises: (indicate clearly each
component to facilitate the examination)

Section I: Invitation for Bids

Section II: Instructions to Bidders
Section III: Contract Agreement and Conditions of Contract
Section IV: General Information of Project
Section V: Specifications and Drawings
Section VI: Bill of Quantities
Section VII: Form of Bid and Other Forms

(if the above documents are written in various volumes or parts, the
No of volume and page should be indicated)
10.1 For the small bid package, the time for amendment of Bidding
Documents may be five (5) days.
12.1.1 The other documents should be submitted by the Bidder.
12.7 Time Schedules.
12.7 The value of subcontracts the Bidder allowed to assign to sub-
contractors.(shall not exceed %)
13 The Bid Price in item 13.3 shall be adjusted on the
basis……………. (the principles for price adjustment shall be
indicated such as formula, factor, adjustment time…)

In accordance with GCC 13, specify the responsibilities of the

Bidder for effecting and maintaining the insurance. Ex:
+ Type of insurance
+ Premium
+ Deductibility
+ Insurance for the third party
+ For the important and/or large items, the Employer may require
26

Bidder to provide breakdown of price.

14 Bid Currency shall be VND (or other currencies such as USD or
EUR…)
15 The Bids shall be valid for … days from the closing date.
16.1 Bid security shall be … VND (… million VND)
17.1 Indicate whether alternative bid is allowed or not.
18.1 Number of original and copies of Bid: 1 original and 5 copies
Or other requirements (if any)
20 Address for submission of Bid
26.3.1 The substantial requirements the Bids should comply.
33.1 The maximum advance payment: ……….% Value of Contract
(……..percent)

Conditions for advance payment: depend on each package, the

Bidders are requested to submit advance payment guarantee or are
exempted form such submission. (in order to facilitate the Bidder in
mobilization of capital for local Bidder but still keep the Owner
safe)
Other Other specific requirements (if necessary to make the Bid
Documents clear and consistent).
 27

SECTION II.3: BID EVALUATION CRETERIA.

1. Evaluation Procedures:

Step 1 – Preliminary examination of Bids

1.1. Examination of completeness and legality of Bids

The completeness and legality of Bids are examined through comparison with the
requirements in Bidding Documents. A Bid, which does not meet any criterion, set forth in
Clause 25 – ITB shall be rejected.
1.2. Examination of Bidders’ eligibility
Bidders are required to meet all requirements in respect to eligibility (finance, profession)
and experience as stipulated in Clause 4.2.1, 4.2.2, 4.2.3 – ITB and in Bid Data Sheet. For
each package, a bid failing to meet one of those requirements shall be rejected.

For the Consortium, the capability of the consortium shall be total capability of all member
of the consortium. The examination shall only be taken to the member who is named in
official Consortium Agreement and meets the requirements on legal status and has the
business registration certificate appropriate to its assignment.

Step 2: Detail evaluation: After preliminary examination, the responsive bids shall be
evaluated in detail as follows:

a. Technical evaluation:

Technical evaluation shall be carried out based on the requirements set forth in the Bidding
Documents. “Marking” or “Yes or No” evaluation method shall be use to evaluate the Bids in
the following criteria:

1. Technical specifications and quality of constructional materials;

2. Constructional method;
3. Personnel for implementation the project;
4. Time schedule.

Bidders who meet all requirements or score of 70% of total points (or over depending on
each package) shall be selected to the short list for financial and commercial evaluation.

In technical evaluation step, the detail evaluation on deviations, which in the experts’ opinion
may cause the cost variation during implementation, shall be carried out in order to give
marks and to adjust offered price. The principles for adjustment is specified in item 2.3.

b. Financial and commercial evaluation

B1. Check for arithmetic errors of Bids

28

Bids are determined responsive through technical evaluation shall be checked for arithmetic
errors. The correction of arithmetic shall be based on the quantity and unit price stated in the
bid, and follow the stipulations in the Clause 26 – ITB. The details of arithmetic correction
shall be officially notified to the Bidder and the Bidder shall be required to acknowledge of
acceptance within the time as required. If the Bidder does not accept the correction and/or the
total value of arithmetic errors exceed 15% of offered price, the Bid shall be rejected.

B2. Detail financial and commercial evaluation:

The detail financial and commercial evaluation shall be based on the stipulations in Clause
28-ITB of Bidding Documents.

(1) The appropriateness of offered price

After examination of offered price of all bids, it is necessary to determine which bid(s) offer
a too high price and which bid(s) a too low price in comparison with the existing price
regulated by the State and in comparison with the other bidders’ offered price as well.

If there is a material difference (about 2 times or over), the Employer may require
clarification from the Bidder in order to ensure the feasibility of the offered price. This
evaluation is for purpose of contract negotiation thereafter. During contract negotiation, if
necessary, the Employer may require the Bidder increase the amount of Performance
Security in order to avoid risks.

(2) The acceptance of time and payment schedule.

If the Bidder offer a deviation on payment schedule which may cause losses for the
Employer, price adjustment for this deviation shall be done properly based on the procedure
stated in Bidding Documents (for example: interest for the payment in advance).

(3) Taxation, maintenance and other conditions.

The detail evaluation on these aspects shall be made based on the comparison with the
conditions stated in Bidding Documents.

If a bidder offers an alternative, the alternative shall be evaluated in detail for purpose of
contract negotiation. The evaluation shall only be done for the responsive lowest evaluated
bid.

B3. Determination of Evaluated Bid Price

The determination of Evaluated Bid Price shall include the following aspects and principles:

A. Adjustment for technical deviations:

Some technical deviations can be evaluated by price adjustment as follows:

 29

- Scope of works: Bids offering non-material omissions and/or redundancies shall not be
rejected. The value of an omission shall be added to the offered price on the basis of the
highest price among the unit prices for such item offered by other responsive bids. The
value of an omission shall be eliminated from the bid price. However, if total value of
adjustment for omissions and redundancies is more than 10% of the offered price, such
bid shall be rejected.

After error correction and adjustment for scope of works, a bid if offer a price higher than
the approved price for the package shall be rejected. In case all offer prices of all bids
higher than the approved price for the package, the Evaluation Team shall further
evaluate the bids, especially on the appropriateness of offer price and submit to
authorized level for consideration and settlement.

- For the permanent equipment and materials installed into the project.
A bid offering permanent equipment and materials with minor deviations which are not
rejected in technical evaluation shall be adjusted by adding to the offer price the highest
price among the unit prices for such item offered by other responsive bids or the market
price for such item as considered properly by the Evaluation Team.

B. Conversion to the same financial and commercial level

- Adjustment for deviation in payment schedule: If a bid requires a faster payment stream
than specified in the bidding documents, the interest rate regulated by the Bank of 7%
annually shall be added to offered price of such bid.
- Other financial and commercial conditions which deviate from the bidding documents
should be evaluated on the basis of conversion to the same level.
- After all evaluation as above, the bid with the lowest evaluated price shall be proposed
for invitation for contract negotiation accompanied by other recommendations which
should be taken into account in the contract negotiation.
30

TABLE 1:
Example of numerical ratings for technical and quality evaluation

No Evaluation Criteria Max. point

(or Yes/No)

I Technical spec. and quality of constructional equipment and materials 15

- Without list of materials or without acknowledgment of satisfaction all
requirements on materials: 0 point.
- With list of materials or without acknowledgment of satisfaction all
requirements on materials but without the enclosed explanation in
details: 70% of max. point
- With list of materials but without or lack of agreements on material
supply: 90% of max. point
- With list of materials and agreements on material supply: 100% of max.
point

II Construction Methodology 60

This section shall be evaluated as follows:

- Basically non-responsive presentation: 0 point.
- Responsive presentation with some non-appropriate item: 50% of max.
point
- Sufficient and clear presentation but non-detailed: 80% of max. point.
- Appropriate, sufficient and clear presentation: 100% of max. point.
Site organization:
1 - General layout for construction: 20
- Explanation on construction methodology: 5
- Construction method. 10
5

2 Constructional vehicles, machinery and equipment: 20

- Number and type of equipment; 10
- Quality; 5
- Schedule of mobilization. 5

3 Solution for safety and fire and explosion protection: 15

- Quality inspection procedure: 10
- Means and equipment for quality inspection: 5

4 Solutions for safety and fire and explosion protection: 5

- Solutions for labor safety: 2
- Solutions for fire and explosion protection: 2
 31

- Solutions for environmental protection: 1

III Personnel for project implementation 10

1 Site Maneger 5
Requirements: Site Manager shall be engineer of civil or industrial
construction with at least 5 years’ experience in works including at least 3
projects with comparable nature and complexity as project manager. If the
proposed site manager does not meet these requirements, he shall be
required to replace. After required, the site manager is not replaced by the
Bidder, their Bid shall be rejected.

- Number of years of experience in works:

+ Less than 5 years: 0 point.

+ From 5 to 10 years: 50% of max. point;

+ Over 10 years: 100% of max. point.
2 5
Major technical personnel

IV Time Schedule: 15
1 7
Diagram for time schedule and personnel:
- Without or poor diagram: 0 point.
- With bar diagram for time schedule and personnel with some non-
detailed items: 50% of max. point;
- With detailed and appropriate bar diagram for time schedule and
personnel: 100% of max. point.
2 8
Time for completion of the project:

- Guarantee for required time for completion: Max point;

- 25% of max. point shall be deducted from total point for each week of
delay. If a bid offering the delay for over 30 days, it shall be rejected.
100
Total
32
 33

SECTION III: CONTRACT

CONSTRUCTION AND INSTALLATION CONTRACT

Name of Project/Works:
Project Reference No. (if any)":
Name of Contractor:
Project Site:
Contract No.:

(Place of signing contract, MONTH ___ YEAR ___)

34

PART A
CONTRACT AGREEMENT
 35

THE SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom – Happiness
-----------------------------

CONSTRUCTION AND INSTALLATION CONTRACT

Contract No.:
Package:
Name of Project:

DATE OF CONTRACT SIGNING: ______ month _____ year 20 ___

Pursuant to . . . . . . .
Pursuant to . . . . . . .
Pursuant to . . . . . . .
Pursuant to the Decision No . . . date . . . month . . . year . . . of (Name of competent
authority) on approval the Detail Design of project . . . (name of project);
Pursuant to the Decision No . . . date . . . month . . . year . . . of (Name of competent
authority) on approval the Bidding Result of project . . . (name of project);
Pursuant to (other relevant existing legal documents or documents of sponsor/lender)

The following parties entered into the Contract.

PARTY A (PARTY ISSUING THE BIDDING DOCUMENTS), hereinafter referred to

as the Employer

Name of Employer:
Representative:
Position:
Address:
Account No.:
Tax code:
Tel.:
Fax.:
36

Power of Attorney for signing the Contract (in the event of delegation of power to sign
the Contract):

PARTY B: (PARTY RECEIVING BIDDING DOCUMENTS), hereinafter referred to

as the Contractor
Name of Company:
Representative:
Position:
Address:
Account No.:
Tax Code:
Telephone No.:
Fax No.:
Power of Attorney for signing the Contract (in the event of delegation of power to sign
the Contract):

Now, both parties agree to enter into the Construction and Installation Contract for (name of
project) with the following terms and conditions:

Article 1: Scope of Works

1.1. The Employer has organized bidding and the Contractor was selected as the
successful Bidder for construction and installation works on the “entire package” (or
adjustable price) basis. The Detail Design was prepared by (name of consulting
company), which has been approved by (name of authority) with a letter No…. dated
……

1.2. The Scope of Works indicated in the Contract as per Appendix No. … attached shall
be performed by the Contractor. This Appendix has been prepared on the basis of the
Bidding Documents and an agreement reached between both parties during the
Contract negotiation.

(The Contractor’s Materials and Plants with the technical specifications shall be
specified in the Bill of Quantities as requested by Party A in the Bidding Documents).

Sub-contracts which are carried out by Party B (e.g., Contracts for testing,
modification, supplying of power for testing works, water supply system, fire protection
system… or the work implemented to ensure the safe right-of-way in accordance with
 37

regulations provided in the Decree No. 54/1999/ND-CP and other construction and
installation works as stated in the Contract).

Article 2: Location, Time for Completion and Construction Schedules

2.1 Location of the Site: (name of commune, district, province/city)

2.2 The Contractor shall carry out the Works in accordance with the following schedule.

1) Time for Completion:

2) Commencement Date:
3) Completion Date:

The General and Special Conditions on Time for Completion are included in the
Appendix No. … of this Contract.

Article 3: Contract Price

The Contract Price shall be: _________ VND (in words and figures), consisting of:
- Contract Price without VAT:
- VAT:

The breakdown of the Contract Price for each item of work is shown in the Appendix No….

Article 4: Terms of Payment

4.1 Advance Payment

… percent (…%) of the Contract Price shall be paid by the Employer as Advance
Payment to the Contractor, within .......... days after submission by the Contractor to the
Employer a complete set of the following documents but after the Effective Date of the
Contract:

1) Request for Advance Payment issued by the Contractor.

2) Performance Security in form pursuant to Appendix ....... hereof.
3) Unconditional Advance Payment Guarantee issued by a bank acceptable to the
Employer in the amount equal to the Advance Payment.
38

The Advance Payment shall be repaid by deducting ............. (.......%) of each amount
of the succeeding invoices, until the advance payment is fully recovered by the
Employer, but not later than the time when the progress of the Works has reached 80%
of the total amount in terms of the Contract Price.

4.2 Monthly Payment:

Party A shall pay Party B in accordance with the working progress and (Contract Price
in case of “entire package” contract or Contract unit price in case of “adjustable”
contract”) based on the results of quality and quantity commissioning at each relevant
payment. The progress of payment shall be defined in the Bidding Documents and
agreed during contract negotiation. At each payment, the Party A shall deduct the
advance paid amount equivalent to .........% (the percentage for deduction shall be
defined in the Bidding Documents and agreed during contract negotiation) until the
advance payment is fully recovered and a retention money at the rate of .........% of
payment amount. (This retention money shall be two times of amount kept for
Contractor’s warranty obligation as promulgated by Government Regulation).
Upon receipt of invoices from the Party B, within 14 days, the Party A shall appraise
and submit to the competent capital management authority.

4.3 Release of Retention Money

+ Fifty percent (50%) of the retention money shall be paid to the Contractor upon
Contractor’s submission of documents for drawing the balance sheet which are
acceptable to the Employer.

+ Remaining fifty percent (50%) of the retention money shall be paid to the Contractor
upon issuance of Defect Liability Certificate for the whole Works or receipt of a Bank
Guarantee as a defect liability security.

The Contractor shall be deemed to have completed his obligations under the Contract
including any obligations during the Defect Liability Period only when the Defect
Liability Certificate for the whole of the Works has been issued by the Employer.

4.4. Method of Payment:

Telegraphic Transfer (T/T) (or others as compliance with the loan agreement)
 39

4.5 Drawing the balance sheet and liquidation of Contract:

Upon the completion, commissioning and putting into operation of the Works, Parties
shall draw the balance sheet and liquidate the Contract in compliance with provisions
of Bidding Documents, Contract and Contract’s Appendixes and in-force relevant
regulations.

Article 5: Responsibility of Parties

5.1 Responsibility of the Employer:

5.1.1 After signing the Contract, the Employer shall give possession of so much of the Site,
and provide the Contractor with the following documents:

1) Certificate on land use Rights: one copy

2) Construction Permit (if any): one copy.
3) Detailed Design or Construction Drawings: three sets.

5.1.2 The Employer’s site supervisors will be at site to supervise the Works and to inspect
the qualities and quantities thereof.

5.1.3 The Employer shall take over the Works completed by the Contractor.

5.1.4 The Employer shall pay to the Contractor the Contract Price pursuant to Article 4
hereof.

5.2 Responsibility of the Contractor:

5.2.1 After the Contractor has been given a possession of the Site from the Employer, the
Contractor shall be responsible for security thereof, order and method of construction,
labor, safety, fire prevention, environmental protection, etc. within the scope of the
Contractor specified in the Contract.

5.2.2 The Works shall be completed within the Completion Date specified in Article 2.2 of
the Contract Agreement and the Construction Schedule attached hereto as Attachment
3.

5.2.3 The Works shall be carried out in accordance with the qualities, specifications, and
approved design as stipulated in the Specifications.
40

5.2.4 The Contractor shall be prepared to retain sufficient amount of materials to carry out
the Works in accordance with technical requirements stipulated in the Specifications.

5.2.5 The Contractor shall prepare a construction method, construction drawings for the
Works and a detailed schedule, and submit them to the Employer in accordance with
the Contract.

5.2.6 The Contractor shall prepare a complete set of technical documents and invoices
required for payment in accordance with the current regulations of the State of
Vietnam and provisions stipulated in the Bidding document.

5.2.7 The Contractor shall prepare the stores for maintenance of the Works’ Materials. The
Contractor shall take out insurance in accordance with the requirements specified in
the General Conditions of Contract.

5.2.8 The Contractor shall not assign any rights and obligations under the Contract in any
form to the third party without prior acceptance of the Employer.

5.2.9 The Contractor shall obtain prior approval of the Employer before subcontracting any
part of the Works.

Article 6: Performance Security

6.1 Within fourteen (14) days after receiving the Letter of Acceptance issued by the
Employer, the Contractor shall submit a Performance Security to the Employer in a
form of unconditional bank guarantee and in the amount equal to 10% of the Contract
Price.

6.2 The Performance Security shall be valid until the commencement of defect liability
period.

6.3 Currency of the Performance Security shall be Vietnamese Dong (VND).

Article 7: Liquidated Damages and Bonus

Liquidated Damages

7.1 In case that the Contractor has not fully performed their obligations to complete the
whole of the Works in time under Article 5.2.2 hereof (except in the cases of force
majeure), the Contractor shall pay the following amounts as Liquidated Damages.
 41

1) For the first ten (10) days of delay, the liquidated damages for delay in
completion of the Works shall be two percent (2%) of the Contract Price.
2) For the next following ten (10) days of delay, the liquidated damages for delay
in completion of the Works shall be zero point eight (0.8%) of the Contract
Price
3) Amount of Liquidated Damages for delay in completion shall not exceed eight
percent (8 %) of the Contract Price of the whole of the Works.

7.2 In case the Contractor breaks his obligations to ensure the quality of the Works under
Article 5.2.3, the Contractor shall bear all costs for repair at the Employer’s requests
and shall pay liquidated damages of ten percent (10%) of the Contract Price. In case
of the delay in completion due to such repair, the Contractor shall also pay the
liquidated damages for delay as stipulated in Article 7.1.

7.3 In case the Contractor does not carry out the Works, the Contractor shall pay the
liquidated damages of twelve percent (12%) of the Contract Price.

7.4 If the delay in completion of the Works lasts more than one month or the Contractor
breaks his obligation to ensure the quality of the Works seriously, the Employer shall
have the right to terminate the Contract. In this case, the Contractor shall pay the
liquidated damages for not carrying out of the Works and the Employer may, at his
discretion, consider not to accept the attendance of the Contractor in the coming
bidding for other Works.

7.5 Interest for late payment by the Employer: ......% of the late payment amount shall be
paid to the Contractor (the percentage of interest for late payment shall be agreed
between Parties in the Contract).

Bonus

7.6 (In case where it is necessary to encourage the Contractor to better carry out of the
Works, the Employer may pay additional amount to the Contractor as a bonus. The
amount of a bonus will be determined based on percentage of the Contract Price or a
fixed amount as stated by the Employer.)

Article 8: Contract Effectiveness

42

8.1 The Contract shall become effective when it is signed by the Employer and the
Contractor (or approved by the authorities).

8.2 The Contract may expire when both parties agreed to terminate the Contract in
accordance with the Contract provisions or by laws of Vietnam.

Article 9: Contract Documents and Priority

The following documents form part of the Contract and their priority shall be as follows.
1. Contract Agreement.
2. Decision on Bidding Results
3. Minutes of Contract Negotiation
4. Special Conditions of Contract (SCC)
5. General Conditions of Contract (GCC)
6. Appendix 1: Bill of Quantities with unit prices
7. Appendix 2: Specifications and Drawings
8. Appendix 3: Construction Schedule
9. Appendix 4: Bidding Documents and other technical, commercial documents
10. Appendix 5: Bid of the Contractor.
11. Other documents

The Contract is made … sets in total; … sets shall be kept by the Employer (Party A) and …
sets shall be kept by the Contractor (Party B).

FOR AND ON BEHALF OF FOR AND ON BEHALF OF

THE EMPLOYER (PARTY A) THE CONTRACTOR (PARTY B)

_____________________________ ____________________________

(Note: Prior to the signing of this Contract, all data should be provided in accordance with
the approved contents during bidding procedure or contents of contract awarding.)
 43

PART B:
CONTRACT DATA SHEET

This Contract Data Sheet forms part of the Contract.

[Note: Except requirements provided in other parts of this Bidding Document, please
be aware the followings upon the using of this Contract Data Sheet:

 In the Bidding Document: The Employer shall provide clearly his requirements
by completing all listed items.
 On submitting offer: The Contractor shall fill in and make his comments on the
Employer’s requirements provided in this Contract Data Sheet.
 At signing of Contract: This Contract Data Sheet shall be filled in fully and shall
forms part of the Contract.]

Item and Content Sub-Clause Data

1. Time for Completion: 1.1.14 ……. days

2. Law of Contract: 1.3 Law of Vietnam
3. Language: 1.5 Vietnamese (or English)
4. Provision of Site: 2.1 …… days counting from
Commencement Date or ….
(define other specific date)
5. Authorized person: 3.1
6. Name and address of Director of 3.2
Project Management Board:
7. Performance security: 4.4
- Amount:
- Form:
8. Requirements for Contractor’s 5.1 Specification Clause No’s ……….
design (if any):
9. Time Schedule:
- Commencement Date 7.2
- Time for submission of time
schedule and detail construction
plan:
- Form of program:
44

Item and Content Sub-Clause Data

- Completion Date:
10. Amount payable due to failure to 7.4 ….% …. up to a maximum of 10%
meet the completion date: of sum stated in the Agreement.
11. Warranty period: 9.1 & 11.5 365 days counting from the date
stated in the notice under Sub-
Clause 8.2
12. Variation: 10.2
13. Day work rate: 10.2
14. Valuation of the Work (type of 11.1
Contract):
- Lump sum price
- Fix unit rate
- Re-adjustable price
15. Adjustment of tender bill of 11
quantities:
16. Retention money: 11
17. Percentage of value of Materials 11
and Plant:
18. Profit and common costs: 11 ……. % of labour and material
19. Percentage of retention money: …….. % of Contract Price
20. Cost reimbursable: 11
- Percentage of profit and common
cost
21. Resolution of Disputes: 15
- Arbitration institution: - (Hanoi Economic Court or
Vietnam International
- Rules of arbitration:
Arbitration Center)
- Place of arbitration:
- Rules of VN International
Arbitration Center
 45

INSURANCE

Type of cover and Party Standard Insurance Deductible

having responsibility to buy Terms and Amount of
the insurance cover
1. Insurance bought by
Employer
Project including completed Standard Insurance Terms - For floods:…… VND
works, Materials, Plants and issued by Ministry of - For earthquake:…..VND
fees Finance.
(act of God and others)
Amount of cover: Contract
Price plus 15% of Contract
Price
Third party liability:
2. Insurance bought by
Contractor:
Contractor’s Equipment Full replacement cost
Contractor’s Workers
Other insurance
46

PART C:
GENERAL CONDITIONS OF CONTRACT

1. General Provision

1.1 Definitions:

In the Contract as defined below, the words and expressions defined shall have the
following meanings assigned to them:

1.1.1 “Party A” (Employer) means the person named in the Contract Agreement or in the
official notice to the Contractor who shall be legal representative of the Employer.
1.1.2 “Party B” (Contractor) means the Contractor to be accepted by the Party A to sign the
Agreement in order to implement the construction of the Works.
1.1.3 “Parties” means both the Party A and Party B.
1.1.4 “Portion of the Contract” means a portion of contracted quantity to be agreed,
committed by the Parties and is bound by the committed time for completion.
1.1.5 “Arbitrator” means the person to be assigned by both the Employer and the
Contractor to resolve disputes arisen in connection with the Contract, as provided in
the Clause 15.
1.1.6 “Price Schedule” (Bill of Quantities and Unit Price attached) means the table
including the quantities, unit price and total price as submitted by the Contractor in
his Bid which have been modified and supplemented during the contract negotiation
and to be an Appendix of this Contract.
1.1.7 “Bid” means the complete Contractor’s proposal to be submitted by the Contractor to
the Employer and updated up to the time of invitation for contract negotiation.
1.1.8 “Contract Price” means the price to be agreed by the Parties in the Agreement and
allocated in the Price Schedule and Appendix of the Contract.
1.1.9 “Days” means calendar days, “Months” means calendar months.
1.1.10 “Default” means any uncompleted section of the Work as required by the Contract.
1.1.11 “Warranty Period for the Work” means the period to be specified in the Special
Conditions of Contract which be counted from the Completion Date.
1.1.12 “Engineering Drawings” consist of all drawings, diagrams, calculations and other
information provided by the Party A or approved by the Party A based on the Party
B’s proposal.
1.1.13 “Contractor’s Equipment” means all apparatus, machinery, vehicles and other things
required for the execution of the Works temporarily located in the Site.
1.1.14 “Time for Completion” means the time for completing the Works by the Contractor
and taking over to the Employer as stated in the Contract Data Sheet and calculated
from the Commencement Date.
1.1.15 “Committed Completion Date” means the date of completion of the Works to be
committed by the Contractor. Committed Completion Date is provided in the
Contract Data Sheet.
1.1.16 “Materials” means things of all kinds to be supplied to the Site, including consumable
things to be utilized by the Contractor to form or forming part of the Works.
 47

1.1.17 “Plant” means any undivided part of the Works having functions to form or forming
the designed product line to be utilized for the purpose of project operation upon its
completion.
1.1.18 “Site” means the places to be specified in the Special Conditions of Contract.
1.1.19 “Site Investigation Report” means reports attached to the Bidding Document and
actual reports explaining the surface and underground conditions of the Site and
others which might effect to the Works.
1.1.20 “Technical Specifications” means all technical requirements of the Works to be
provided in the attached Appendix and might be modified, supplemented or accepted
of the modification and supplementation by the Party A during the implementation of
the Contract.
1.1.21 “Commencement Date” means the date to be specified in the Special Conditions of
Contract. It is the latest date in which the Contractor have to commence the Works.
1.1.22 “Sub-contractor” means any person or organization signing the contract with the
Contractor to carry out a portion of the Works in the Contract, including the works at
Site.
1.1.23 “Temporary Works” means all works necessary for the construction and installation
of the Works to be designed, constructed, installed and unloaded by the Contractor.
1.1.24 “Variations” means any request made by the Party A to vary the Works.
1.1.25 “Works” means the works of every kind requested to be constructed, installed and
handed over by the Contractor as specified in the Special Conditions of Contract.

1.2 Interpretation

1.2.1 In interpretation of Conditions of this Contract, titles shall have no special meanings,
words shall have the normal meanings except otherwise defined specially. The
Employer shall interpretation of the Conditions of Contract.
1.2.2 If the completion of any section of the Works to be specified in the Contract Data
Sheet or Special Conditions of Contract, the references to the Works, the Time for
Completion and the Committed Completion Date as provided in the Conditions of
Contract shall be applied for such section of the Works except the references to the
Time for Completion and the Committed Completion Date applied for the whole
Works.

1.3 Language and Law:

The language of Contract shall be Vietnamese (or English) and the Contract shall be
governed by the Laws of Vietnam.

1.4 Communications

All information communicated between the Parties as specified in the Conditions of

Contract shall be effective only in writing and delivered by hand, sent by facsimile or
courier.

2. The Employer:
48

2.1 Provision of Site

The Employer shall provide the Site and right of access thereto at the times stated in the
Contract Data Sheet.

2.2 Permits and Licenses

The Employer shall, if requested by the Contractor, assist him in applying for permits,
licenses or approvals which are required for the Works by the current laws.

2.3 Employer’s Instruction

The Contractor shall comply with all instructions given by the Employer in respect of the
Works including the suspension of all or part of the Works.

2.4 Right of Access to the Site

The Employer shall give the Contractor right of access to, and possession of, all parts of
the Site within the time (or times) stated in the Special Conditions of Contract or the
Appendix attached. If the possession of any part of the Site is not given on the specified
date, the Employer shall be responsible for the delay in commencement of relevant
activities, and this shall be taken into consideration of a compensatory event.

The Contractor shall allow the Employer or any person to be authorized by the Employer
to come in the Site or other places relevant to the Works of Contract which are being
carried out or intended to be carried out.

3. Employer’s Representatives

3.1 Employer’s Representatives

Employer’s representative is the Director of the Project Management Board or other

person as notified to the Contractor.

3.2 Authorized person of the Employer

The Employer may appoint a firm or individual to carry out certain duties. The appointee
must be named in the Appendix, or notified by the Employer to the Contractor from time
to time. The Employer shall notify the Contractor of the delegated duties and authority of
this Employer’s representative.

4. The Contractor

4.1 General Obligations

 49

The Contractor shall carry out the Works properly and in accordance with the Contract.
The Contractor shall provide all supervision, labor, Materials, Plant and Contractor’s
Equipment on Site shall be deemed to be the property of the Employer.

4.2 Contractor’s Representative

The Contractor shall submit to the Employer for consent the name and particulars of the
person authorized to receive instructions on behalf of the Contractor.

4.3 Subcontracting

The Contractor shall not subcontract the whole of the Works. The Contractor shall not
subcontract any part of the Works without the consent of the Employer.

4.4 Performance Security

The Contractor shall deliver to the Employer a performance security in a form and
procedure as approved by the Employer at the time prior to the effectiveness of the
Contract or other time as specified in the Contract Data Sheet.

5. Design by Contractor

5.1 Contractor’s Design

The Contractor shall carry out design to the extent specified, as referred to in the Special
Conditions or Appendix of Contract. The Contractor shall promptly submit to the
Employer all designs prepared by him. Within 14 days of receipt the Employer shall
notify any comments or, if the design submitted is not in accordance with the Contract,
shall reject it stating the reasons. The Contractor shall not construct any element of the
permanent work designed by him within 14 days after the design has been submitted to
the Employer or where the design for that element has been rejected. Design that has
been rejected shall be promptly amended and resubmitted. The Contractor shall resubmit
all designs commented on taking these comments into account as necessary.

5.2 Responsibility for Design

The Contractor shall remain responsible for his tendered design and the design under this
Clause, both of which shall be fit for the intended purposes defined in the Contract and he
shall also remain responsible for any infringement of any patent or copyright in respect of
the same. The Employer shall be responsible for the Specification and Drawings issued
by him.

6. Employer’s Risks

6.1 Employer’s Risks

50

In this Contract, Employer’s Risks shall include:

 war, hostilities (whether war be declared or not), invasion, act of foreign enemies,
within the Country,
 rebellion, terrorism, revolution, insurrection, military or usurped power, or civil war,
within the Country,
 riot, commotion or disorder by persons other than the Contractor’s personnel and
other employees, affecting the Site and/or the Works,
 ionising radiations, or contamination by radio-activity from any nuclear fuel, or from
any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive,
or other hazardous properties of any explosive nuclear assembly or nuclear
component of such an assembly, except to the extent to which the Contractor may be
responsible for the use of any radio-active material,
 pressure waves caused by aircraft or other aerial devices travelling at sonic or
supersonic speeds,
 use or occupation by the Employer of any part of the Works, except as may be
specified in the Contract,
 design of any part of the Works by the Employer’s personnel or by others for whom
the Employer is responsible, and
 any operation of the forces of nature affecting the Site and/or the Works, which was
unforeseeable or against which an experienced contractor could not reasonably have
been expected to take precautions.
 Force Majeure,
 a suspension under Sub Clause 12.3 unless it is attributable to the Contractor’s
failure,
 any failure of the Employer,
 physical obstructions or physical conditions other than climatic conditions,
encountered on the Site during the performance of the Works, which obstructions or
conditions were not reasonably foreseeable by an experienced contractor and which
the Contractor immediately notified to the Employer,
 any delay or disruption caused by any Variation,
 any change to the law of the Contract after the date of the Contractor’s offered as
stated in the Agreement,
 losses arising out of the Employer’s right to have the permanent work executed on,
over, under, in or through any land, and to occupy this land for the permanent work,
and
 damage which is an unavoidable result of the Contractor’s obligations to execute the
Works and to remedy any defects.

7. Time for Completion

7.1 Execution of the Works

The Contractor shall commence the Works on the Commencement Date and shall
proceed expeditiously and without delay and shall complete the Works within the Time
 51

for Completion as specified in the Agreement. The Time for Completion may be
specified for each section of the Works as stated in the Contract Data Sheet.

7.2 Programme:

 Within a specified time in the Contract Data Sheet, the Contractor shall submit to the
Employer a detailed time programme in the form agreed by the Parties for
concurrence by the Employer. This program shall be the basis for implementation of
the project.
 Within a specified time in the Contract Data Sheet, the Contractor shall submit to the
Director of the Project Management Board for approval a detailed construction plan
including general methodology, allocation, ranking and time table for all activities of
the Works.
 Updated construction plan shall be a plan presenting the actual progress acquired for
each portion and its effects to the time for completion of remaining portions,
including also the changing of portion’s ranking.
 The Contractor shall submit to the Director of the Project Management Board for
approval a construction plan to be updated at the time specified in the Special
Conditions of Contract. If at the required time, the Contractor fails to submit the
updated construction plan, the Director of Project Management Board shall, at his
discretion, keep an amount as specified in the Special Conditions of Contract in the
following certification for payment. Such amount shall be paid in the installment
followed the completion date of the overdue construction plan have been submitted.
 The approval of the construction plan made by the Director of Project Management
Board shall not release the Contractor from any of his obligations. The Contractor
may revise the construction plan and submit to the Director of Project Management
Board at any time. The revised construction plan shall clarify the effects of changes
and compensatory events.

7.3 Extension of Time

Subject to Sub-Clause 10.3, the Contractor shall be entitled to an extension to the Time
for Completion if he is or will be delayed by any of the Employer’s liabilities. On receipt
of an application from the Contractor, the Employer shall consider all supporting details
provided by the Contractor and shall extend the Time for Completion as appropriate.

7.4 Late Completion

If the Contractor fails to complete the Works within the Time for Completion, the
Contractor shall be responsible for paying the amount stated in the Contract Data Sheet.

8. Taking-over

8.1 Completion
52

The Contractor shall have the responsibility to notify the Employer when he considers
that the Works are complete actually.

8.2 Taking-over Notice

The Employer may notify the Contractor in order to remind the date of completion and
taking-over. On the other hand, the Contractor shall have the responsibility to notify the
Employer the intended completion and taking-over dates for preparation of commission
and taking-over plan as promulgated and for request to the Contractor to complete any
outstanding work, subject to Clause 9.

9. Remedying Defects

9.1 Remedying Defects

The Employer may at any time prior to the expiry of the warranty period, notify the
Contractor of any defects (if any). If the defect is defined not be incurred from the
Contractor’s fault or not in the scope of Contractor’s obligation to warrant, the Contractor
shall not be responsible for compensation. All other defects and damages shall be
remedied by the Contractor at his own cost.

9.2 Testing and Inspection

The Employer may request for testing and inspection of any work carried out by the
Contractor under the Contract. The Employer shall bear all costs for testing and
inspection to be deemed as an additional costs stated in the Sub-Clause 10.2 except the
case of through such testing and inspection, it is found out that the defects incurred from
the Contractor’s fault, the Contractor shall bear all costs.

10.Variations and Claims

10.1 Right to Vary

The Employer may instruct Variations.

10.2 Definition and Valuation of Variations

Variation orders shall be valued as follows and be the ground for payment:

 at a lump sum price agreed between the Parties, or

 where appropriate, at rates in the Contract, or
 in the absence of appropriate rates, the rates shall be calculated by using other
rates in the Contract or the rates which the Employer considers as appropriate.
 By marking work-point and reimbursable payment at day work rates set out in the
Contract Data Sheet for which the Contractor shall keep records of hours of labor
and Contractor’s Materials.
 53

10.3 Early Warning

A Party shall notify the other as soon as he is aware of any circumstance which may
delay or disrupt the Works, or which may give rise to a claim for additional payment. The
Contractor shall take all reasonable steps to minimize these effects.

10.4 Right to Claim

If the Contractor incurs additional costs as a result of any of the Employer’s risks, the
Contractor shall be entitled to the amount of such costs.

10.5 Variation and Claim Procedure

The Contractor shall submit to the Employer the calculation of the value of Variations
and claims within 28 days of the instruction or of the event giving rise to the claim. The
Employer shall check and if possible agree the value. In the absence of agreement, the
Employer shall determine the value.

11.Contract Price and Payment

11.1 Valuation of the Works

The Works shall be valued as provided for in the Agreement, subject to Clause 10.
Details of payment conditions shall be specified in the Agreement and Contract Data
Sheet.

11.2 Payment and Currency of Payment

Payment shall be specified in the Agreement and Contract Data Sheet.

11.3 Delayed Payment

The Contractor shall be entitled to interest at the rate stated in the Contract Data Sheet for
each day the Employer fails to pay beyond the period of payment provided in the
Contract at the Contractor’s request.

12.Termination by Parties’ Faults

12.1 Termination by Contractor’s Faults

If the Contractor does not commence the Works or not perform the Works as instructed
by the Employer stated in the Contract, the Employer shall notify the Contractor and
remind the delay in performance of the Works. If the Contractor does not have the
reasonable remedy within 14 days of the receipt of notification, the Employer shall notify
the Contractor second time to request the Contractor suspend the Works. In this case, the
54

Contractor shall be responsible to withdraw from the Site but the Materials shall be
remained at the Site at the Employer’s request for the purpose of continuing the
performance and completion of the Works.

12.2 Termination by Employer’s Faults

If the Employer does not fulfill his payment obligation or other obligations stated in the
Contract, the Contractor shall notify the Employer of this delay. If the Employer does not
have the reasonable remedy within 07 days of the receipt of notification, the Contractor
shall notify the Employer of his suspension of a portion or whole of the Works. Within
28 days, if the Employer does not implement his payment obligation, the Contractor shall
notify of his suspension of Works and withdrawal from the Site.

12.3 Bankruptcy. If any party fails in bankruptcy under its governing laws, other party
may give notice of termination immediately. The Contractor shall leave the site. If the
Contractor fails in bankruptcy, when leaving, he shall be required by the Employer to
leave equipment and materials for continuous construction up to the completion.

12.4 Upon the termination of the contract, the Contractor shall be entitled to be paid for the
works done or materials and equipment delivered to the site by the following principles:

 The amount payable to the Contractor in accordance with provision No 10.4

 Deduct the amount entitled by the Employer
 If the Employer terminate the Contract in accordance with provision No 12.1 and 12.3,
the Employer shall be entitled to keep a retention in amount of 20% of the value of
unimplemented works at the time of contract termination.
 If the Contractor terminate the Contract in accordance with provision No 12.2 and 12.3,
the Contractor shall be entitled to be paid the cost relating to the contract termination and
the labor force shall be withdrawn.

The balance shall be paid by the Employer (or repaid by the Contractor) within 28 days from
the date of termination.

13. Risk and Responsibility

13.1 Contractor’s Responsibility

The Contractor shall take full responsibility for the care of the Works from the
Commencement Date until the date of the Employer’s notice under Sub-Clause 8.2 to
hand-over the Works. Responsibility shall then pass to the Employer. During the whole
progress of Works as prescribed above, the Contractor shall bear all costs relating to the
performance of the Works satisfied the conditions stated in the Contract.

13.2 Force Majeure

 55

Force Majeure means an exceptional event or circumstance which is beyond the

Employer or Contractor’s control.

 No Party shall be responsible for not fulfilling of his contracted obligation in the case
of Force Majeure event.
 If a Force Majeure event happens, the Contractor shall try his best to minimise the
effects of such event and propose methods to overcome consequences of the Force
Majeure. And the Contractor shall continue the Works, including propose of his
entitlement to additional costs and extension of time for completion.
 In case of a Force Majeure event, the Contractor shall still be provided the certificate
for completed portion of the Works and to be paid for such completed work, whether
or not such work have been destroyed by the Force Majeure.

13.3 Notice and Resolve of Force Majeure:

A Party will be released from performing any of its obligations under the Contract by
Force Majeure, then it shall give notice to the other Party of the event immediately. If
necessary, the Contractor shall suspense the Works, then agree with the Employer to
withdraw its personnel from the Site.

In case the Force Majeure event prolongs more than 84 days, one Party might give notice
to other Party for termination of the Contract within 28 days of receipt such notice.

After the Works is suspended, the Contractor shall be entitled to the payment for
completed portions of the Works and the costs of Contractor’s Plant and Materials at the
Site as follows:

 Amounts entitled to the Contractor subject to Sub-Clause 10.4

 Costs for withdrawal and clear the Site.
 Minus the amounts entitled to the Employer

The different amount calculated as above mentioned shall be paid by the Employer (or
repaid by the Contractor) within 28 days of the suspension date.

14.Insurance

14.1 The Employer shall buy the following insurances in the joint names with Contractor:
 Insurance of Construction and Installation of the Works and Works’ Plant and
Materials from the Commencement Date
 Third party liability insurance.

14.2 The Contractor shall buy the following insurances:

 Contractor’s Plant and Materials using for construction, Contractor’s Plant and
Materials provided by the Contractor until the date of completion and assembled into
the Works.
 Insurance for any Contractor’s personnel for death or injury.
56

14.3 Any changes to the insurance policies shall not be allowed if there’s no agreement of
the Employer in writing, except otherwise provided in the Contract or Appendix or
agreed by both Parties.

14.4 Failure to insurance: If the Contractor fails to effect or keep in force any of the
insurances referred to in the previous Sub-Clause, or fails to provide satisfactory
evidence, policies or receipts the Employer may, without prejudice to any other right or
remedy, effect insurance for the cover relevant to such default and pay the premiums due
and recover the same as a dedcution form any other monies due to the Contractor.

15.Resolution of Disputes

15.1 During the effective period of the Contract, if there is any dispute incurred between
the Employer and the Contractor, the Employer and the Contractor shall cooperate to
resolve such dispute amicably.

15.2 If the Employer and the Contractor have been unable to resolve amicably a Contract
dispute, either party may require that the dispute be referred for resolution to Vietnam
economic court (if the dispute arising out between the Employer and Vietnamese
Contractor) or to Vietnam International Arbitration Center (if the dispute arising out
between the Employer and foreign Contractor) in accordance with its rules or other
arbitration center as specified in SCC. Fees and costs incurred in the progress of dispute
resolution at the Court shall be born by the failure party.

15.3 Changing of procedure for resolution of disputes:

All changes to the resolution of disputes shall be agreed by both Parties in writing prior to
the commencement of dispute resolution progress or to be provided in the Contract Data
Sheet.

15.4 Language of Contract

The language of Contract shall be specified in SCC. All correspondence between parties
shall be in such language.
 57

PART C:
SPECIAL CONDITIONS OF CONTRACT

[Note: The followings are guidance as some examples in preparation of this section]

Clause Contents
1. - Employer:
- Employer’s representatives:
- Project Management Board:
- Director of Project Management Board:
(specify the project management form and the person in charge. If the Project
Management Board hires the Engineers for supervision work, the rights of
Engineer shall be stated)
- Name of number of Contract:
- Scope of Project as stated in the Section 6 - Bill of Quantities
- Commencement Date (latest):
- Project Site:
Warranty Period: ……. months counting from the completion date
Committed completion date: …… days counting from effective date of
Contract.
4. The issues requested the consent of the Employer shall include but not
limited:
- Monthly certificate for completed works
- Approval of sub-contractors
- Variation on quantity, price and structure of the Works
- Extension of time for completion
- Issuance of Completion Certificate
- Issuance of Completion of Contractor’s Warranty Liability
7.1 Sub-contractor of amount of work sub-contracted (not exceed … % of
Contract Price)
9.1 List and position of the Contractor’s key personnel
13.1 Insurance: amount and form type of cover of insurance bought by each Party
shall be specified, level of exclusions, endorsement conditions.
21.1 Date of handing-over the Site: … days counting from the receipt of Accep-
tance Letter on principles regarding to handing-over the Site.
58

Clause Contents
25.3 Arbitration Institution: Economic Court
27.1 The Contractor is required to submit a detail construction plan within …. days
counting from the signing date of Contract.
27.3 Time for submittal of updated construction plans by the Contractor: 30
days/time. Total retention amount due to delay in submittal of updated
construction plan: not exceed 10% (ten percent) of amount due for the next
payment.
35.1 Defect Liability Period (Warranty Period): …. months
46.1 Percentage of payment of retention money: ……. %
47.1 This clause shall amend the provisions in the General Conditions.
E.g., liquidated damages for delay in completion of the whole Works is 0…..%
(zero point …) of the contract price for the delayed section of the Works.
Total amount of liquidated damages for delay in completion shall not exceed
10% of the Contract Price.
48.1 Advance payment: … % of the Contract Price (as promulgated by the Bidding
Regulation)
The advance payment shall be paid not later than 30 days of the Contract
signing date (subject to conditions of each Contract, the Contractor shall be
required to submit advance payment guarantee)
49.1 Performance Security:
- Performance Security: … % of Contract Price (as promulgated by the
Bidding Regulation)
- The performance security shall be issued by the Bank acceptable to the
Employer and shall be unconditional guarantee.
54.1 Within 15 days from the receipt of the full and appropriate filling form made
by the Contractor, the Director of Project Management Board shall issue the
Certificate on completion of the Contractor’s defect liability and the
Certificate for all final amounts due to the Contractor.
If the Contractor’s filling form is not full or appropriate, the Employer, within
15 days shall issue the amendment or supplement.
55.1 Date of instruction for operation and maintenance: not applicable
Date of submittal of built-in drawings: 30 days after completion date.
55.2 Retention amount due to not submittal of built-in drawings on the required
date: 0.1% (zero point one percent) of the Contract Price for each delayed
day.
57.1 Percentage applicable for uncompleted works in case of termination of
Contract due to Contractor’s faults:
59
60

SECTION IV:
GENERAL DESCRIPTION OF PROJECT

I. Location of Project
II. Characteristics
III. Technical Specifications

IV. Scope of Works of Project and Packages divided:

V. Sources of major material intended to use for project

VI. Scope of Works of the Package
VII. Time Schedules of the Project

 Commencement Date
 Completion Date

VIII. Other characteristics of Project

 61

SECTION V:
TECHNICAL SPECIFICATIONS AND DRAWINGS

5.1 Technical Requirements

This Section explains the technical requirements in the approved Technical Design or Detail
Design.

If the Designs had not been approved or was not detailed sufficiently, it should be written
clearly in this section with the following contents:

1. Type and origin of materials:

This section is very important for the project in respect of quality. In addition to the
requirements set forth in Bill of Quantity and design drawings, this section should
supplement and clarify the requirements on the material used for construction of project. For
example:

- Cement: Cement used for concrete should be PC-30 produced by Hoang Thach, Bim Son,
HaTien, or Chinh Phong Factories.
- Ashley paving stone:
+ for three-step stair case in the main entrance should be Granite in dark red with
thickness of 30mm;
+ for floor in main lobby should be Granite 400 x 400 Class A in dark red;
+ for first floor should be Granite Thach Ban 400 x 400 Class A.
- Iron and steel:
- Sand:
- Stone:
- Air-conditioner:
- ...

2. Scope of works and technical specifications.

a. Scope of Work:
b. Design solution:
c. Construction methodology:
E.g.:
- There is an existing administration building in the Site which shall be replaced by the
parterre of the new project. Therefore, during the construction progress, the Contractor
shall build surrounding fences to provide a safe temporary right-of-way for Employer’s
temporary utilization. Upon the taking-over of the main building, the Employer shall
remove to the new main building. Then the Contractor shall destroy the old
administration building in order to continue the construction of project.
- Method for consolidation of foundation: it is only allowed to utilize the method of bored
pilling, not the method of press pilling.
- Concreting: it is only allowed to utilize the concreting pump.
62

d. Regulations and codes for construction performance and supervision:

- Vietnamese and professional regulations and codes shall be applicable
- Technical regulations for construction performance and supervision (regulations on
quality management of construction works issued by Decision No. 35/1999/QD-BXD
dated on 12/11/1999 of Ministry of Construction).
e. Requirements for equipment and human resources:
According to the entities, geological particulars, construction site and time for
completion, construction force is required as follows:
- Requirements for equipment, plants and vehicles:
E.g.,
+ It is required to allocate a tower crane …, or
+
- Requirements for human resources:
E.g., it is required to appoint an electrical engineer to be a manager directing the
installation of electrical system…
f. Technical Specifications:
- Technical standards and codes:
The design, construction and supervision shall be carried out in accordance with current
in-force technical standards and codes issued by government and professional authority.
In addition, it is required to prepare design for construction organization, detail
construction progress, selected critical criteria for design, construction and commission of
the Works.
- Design and construction
+ Design:
+ Construction:
+ Supervision and Consultants: the supervision of construction shall be in accordance
with regulations issued by government authority.
+ Other instructions for design:
 63

5.2 Engineering Drawings

No. Name of drawings Number of Reference Note

copies

Total:
64

SECTION VI:
BILL OF QUANTITIES

No. Items of Works Unit Quantity Note

- Total amount before VAT:

- VAT:
- Total Bid Price:
 65

Table 1. Example of Merit Point System of technical and quality evaluation

Items Max merit point

I Technical, quality of materials used for construction 15
- Omission of Lists of materials or omission of
acknowledgement to comply with the requirements
on materials: 0
- Omission of Detailed Explanation on Lists of
Materials: 70% of maximum merit point.
- Sufficiency of Lists of Materials but insufficiency of
agreement on supply of materials: 90% maximum
merit point.
- Sufficiency of Lists of Materials and Agreements on
supply materials: 100% maximum merit point.

II Construction methodology 60
The items in this section shall be evaluated and weighed
as follows:
- Substantial non-responsive: 0
- Substantial responsive but there are some
unreasonable minor items: 50% maximum merit
point.
- Sufficient and clear presentation but not enough of
details: 80% merit point
- Sufficient, clear, detailed and reasonable
presentation: 100%.

1 Site organization: 20
- General site organization: 5
- Explanation and construction methodology: 10
- Construction procedures 5

2 Construction vehicles and equipment: 20

- Number and type of main equipment: 10
- Quality: 5
- Schedules of mobilization of equipment: 5

3 Method to assure the quality of construction: 15

- Quality Inspection Procedures: 10
- Quality Inspection equipment 5

III Personnel directly implement the works 10

1 Site Manager: 5
- Requirements: The site manager is required to
graduate from the university of construction or
equivalent, having experiences as site manager in at
66

Items Max merit point

least 5 years and in at least 3 similar (in scope and
technical specifications) projects. If the site manager
offered is not meet such requirements, he shall be
required to be replaced. After clarification, if the
qualifications of site manager still have not been
meet, the bid shall be rejected.
- Number of years of experiences in constructions
shall be weighed as follows:

+ Less than 5 years: 0

+ From 6 to 10 years: 50% maximum merit point
+ Over 10 years: 100% maximum merit point
2 Key personnel: 5
- Non of key personnel is construction engineer: 0
- Each of construction engineer shall be added by
50% of maximum merit point.

IV Construction Schedules: 15
1 Master of Construction Schedules and labor path: 7

- Without or poor master of construction schedules

and labor diagram: 0
- Insufficiently detailed master of construction
schedules and labor path: 50% maximum merit point
- Critical master of construction schedules and
sufficiently detailed and reasonable labor path:
100% maximum merit point.

2 Time for Completion of Works: 8

- Follow the Time for Completion or shorter: 100%
maximum merit point
- Each week of delay, the bid shall be deducted 25%
maximum merit point. Excess 30 days of delay, the
bid shall be rejected.

Total 100
 67

SECTION VII:
FORM OF BID AND SAMPLES FORMS

A. FORM OF BID

Date _____ month _______ year_____

To: ................................

Having reviewed the detailed contents of the Bidding Documents and supplemental letter No.
.... (if any) the receipt of which has been confirmed by us as indicated in the attachment to
this Form of Bid, we, the undersigned, undertake to perform the construction, erection and
completion of ...................... (name of package) in accordance with the Conditions of
Contract and other requirements stipulated in the Bidding Documents with additional
clarifications attached to this Bid, for the sum of:

Bid Price: ( ) (in words and figures)

We undertake, if our Bid is accepted, we will obtain the guarantee of a bank in a sum
equivalent to ten (10) percent of the Contract Price for the due performance of the Contract,
in the form prescribed by the Purchaser and we commit to commence the Works upon the
signing of Contract on ..... and complete the Works within ..... days from the Commencement
Date in accordance with the detail time schedule as described in this Bid.

We agree to abide by this Bid for a period of ........ days from the date fixed for Bid opening,
and it shall remain binding upon us and may be accepted at any time before the expiration of
that period.

Until a formal Contract is prepared and executed, this Bid, together with your written
acceptance thereof and your notification of award, shall constitute a binding Contract
between us.

The Bid Security in the amount of _____ issued by (name of the issuing Bank) is valid for
_____ days as specified in Bidding Documents.

(Signature of the Authorized person)

(Name and Designation of Signer)
68

B. QUALIFICATION INFORMATION

1. General Information

Bidder’s Name _______________________

Note: Power of attorney to a person signing the Bid must be attached.

Head office Address:

Telex (Fax)N0 _____

Telephone N0_____

Regional office Address (if any)

Telex (Fax)N0 _____

Telephone N0_____

Year of establishment: accompanied by a copy of the license and business registration and
ownership

Main fields of Business:

a. ____________ Since ____________

b. ____________ Since ____________

c. ____________ Since ____________

etc.

Date ______ month ______ year

For and on behalf of the Bidder
(Signed and Stamped)
 69

2. Schedule of Key Personnel

Name Proposed Profession Years of Equivalent titles in the past

position in the experience Years of In the Works
Works in proposed experience
position
In head office:
1. Mr. ....... Project Manager

At Site:
1. Mr. ......... Site Manager
KCS Engineer
Supervision
Engineer
Technical expert
........
70

3. Site Organization Chart

1. Site organization chart

2. Explanatory statement of site organization.

3. Description of the relationship between Head office and the site management

4. Description of responsibility and authority of Site Manager.

5. Chart of labor arrangement (clearly state position of skilled labor, experience and
grade of each team).
 71

4. List of Construction Machine and Equipment

List the number of construction machines, trucks, equipment and tools that the Bidder wishes to use
to implement this project (including the source of equipment, whether owned by the Bidder or rented,
and in the case of rental, an official rental contract shall be submitted)

Equipment (kind, model, Weight, Number of Year of Number of Number of Time of

label) Capacity each Manufact- equipment rental mobilization to
equipment ure owned equipment Project

1. Transportation

2. Foundation works

3. Stringing works

4. Testing

5. Others

Bidding Data clearly states the kinds and the minimum required number of equipment. In listing up
the equipment, those equipment that are stated in the Bidding Data shall be given priority, followed
by other additional and alternative items of equipment.

Date ______ month ______ year

For and on behalf of the Bidder

(Signed and Stamped)

72

5. Experience and Track Record

We, as a company or partner of Joint Venture, have implemented the following contracts during the
last five years (attach a certificate of completion issued by the Employer or Minutes of taking-over of
project or Construction Contract).

Name of Quantity of works to Contract Name of Implementation Period

project be implemented value project
(specify unit) manager Year of Year of completion
commencement

Date ______ month ______ year

For and on behalf of the Bidder

(Signed and Stamped)

 73

6. Record of Projects being implemented or successfully committed but

not completed yet

Project Total value of contract Name Percentage of work not Value of (Scheduled)C Scheduled
name of completed yet parts not ommencement completion
project completed date date
manage yet
r
Percentage
Total Percentage of Total of work
work implem-
implemented ented by the
by the Bidder Bidder
74

7. Financial Capabilities
Bidder’s Name: ____________________________________

A Summary of assets and liabilities on the basis of the audited financial statements during the
last three financial years.

Assets name Year ___ Year ___ Year ___

1. Total assets

2. Current assets

3. Total liabilities

4. Current liabilities

5. Net worth

6. Working capital

7. Turnover

(working capital is defined as the balance between current assets and current liabilities)

B. The capital or liquid assets available for this project: _______ Vietnamese Dong. In which:
+ Available cash:
+ Bank credit (with data listed and committed):
+ .............

C. Credit line and Contract

1. Name and address of commercial Bank providing the Credit line _________________

2. Total Amount of Credit line:_____________________

Notes: The figures as listed herein must be supported by a copy of the audited financial statements of
the last three financial years as specified in Clause 12.4 of Instruction to the Bidder. This information
shall be provided by each member of joint venture.
For and on behalf of the Bidder

(Signed and Stamped)

 75

8. Joint Venture Record

Joint Venture name: _________________________

Address: __________________________

Established by: _____________________

Represented by (name of lead company) _______________________

Members of Joint Venture:

Company name Address Roles of Each Works to be completed

Member of Joint under Contract
Venture

Leader

Partner

Partner

Partner

Date _______ month _______ year

For and on behalf of the Bidder

(Signed and Stamped)

76

9. Sub-Contractors
(List the names of Sub-Constructors with the descriptions of their capabilities, experience, etc.)
 77

C. OTHER FORMS
1. Form Of Bid Security
Date ______ month ______ year_____

To: ...........................................................

Whereas __________ (indicate the Bidder’s name) (hereinafter referred as the “Party B”) has
submitted his Bid on ____________ (indicate the date of bid submittal) for the construction and
installation of _____________ (indicate name and/or brief description of the Works – package)
(hereinafter referred as the “Bid”),

We, the Bank (indicate Bank name) (hereinafter referred as the “Bank”) with its registered Head
office at______ (indicate Bank address) is bound unto (the Bidder’s name) in the sum of ______
(indicate the currency and the amount of security in figures and in words) to ensure for hereby
commit that we will pay to the __________ (indicate the Employer’s name) (hereinafter referred as
the “Party A”) with the said amount.

THE CONDITIONS of this obligation are:

1. If the Bidder withdraws its Bid during the period of validity of Bids as stipulated in the Form
of Bid; or

2. If the Bidder, having been notified of the award by the Project Management Board during the
period of validity of Bid;

a) fails or refuses to sign the Contract Agreement or

b) fails or refuses to issue a Performance Security.

We undertake to pay to the Purchaser up to the above amount upon receipt of

its first written demand, without the Party A having to substantiate its
demand, provided that in its demand the Party A will note that the amount
claimed by it is due to it, owing to the occurrence of one or both of the
two conditions, specifying the occurred condition or conditions. This
guarantee will remain in force up to and including thirty (30) days after
the period of bid validity, and any demand in respect thereof should reach
the Bank not later than the above date.

Name of Bank

(Signed and Stamped)

78

2. Form of Performance Security (Unconditional)

Date ______ month ______ year_____

To: _________________ (indicate the Employer’s name and address)

Whereas the Contractor (indicate the Contractor’s name) has committed to perform the
Contract No. (name and reference number of Contract) on date _______ for the Works
_______ (hereinafter referred as the “Contract”),

Whereas, (name of the party calling for Bids) required the Contractor to provide a
performance security in the amount of ______ (clearly state amount), to ensure that the
Contractor performs its obligations under the signed contract,

We provide a performance security and state that we are, on behalf of the Contractor, directly
responsible to (name of party calling for Bid) in the amount of ___________ (clearly state
amount in figures and words).

When receiving a letter of demand from (name of party calling for Bid), we will undertake to
pay to (name of party calling for Bid) up to the amount of ______ (clearly state the said
amount) without any explanation of the reasons for the demand.

This security shall be valid from the date of ( ) until ( ).

Signature of the Bank and stamp

___________________________________________________________ (Bank name)

________________________________________________________________ (Address)
 79

3. Advance Payment Security

Date _____ month _____ year_____

To: [name and address of Employer]

[name of Contract]

Gentlemen:

In accordance with the provisions of the Conditions of Contract, Clause ________ of the above-
mentioned Contract dated of ______, [name and address of Contractor] (hereinafter called “the
Contractor”) shall deposit with [name of Employer] a Bank Guarantee to guarantee his proper and
faithful performance under the said Clause of the Contract in an amount of [amount of Guarantee]
[amount in figures and words].

We, the [Bank or Financial Institution], agree unconditionally and irrevocably to guarantee as
primary obligator and not as Surety merely, the payment to [name of Employer] on his first demand
without whatsoever right of objection on our part and without his first claim to the Contractor, in the
amount not exceeding [amount of Guarantee] [amount in figures and words].

We further agree that no change or addition to or other modification of the terms of the Contract or of
Works to be performed thereunder or of any of the Contract documents which may be made between
[name of Employer] and the Contractor, shall in any way release us from any liability under this
Guarantee, and we hereby waive notice of any such change, addition, or modification.

This Guarantee shall remain valid and in full effect from the date of the advance payment under the
Contract until [name of Employer] receives full repayment of the same amount from the Contractor.

Yours truly,

Signature and seal:

Name of Bank/Financial Institution:

Address:

Date:
80

4. Letter of Acceptance

Date _____ month _____ year_____

To: _____________________

This is to notify you that your Bid dated __________ concerning the construction and installation of
(name and description of the Contract) in the amount of _______ as adjusted in accordance with the
Instructions to Bidders is accepted by our Bidding Council under the Decision N o ______ date ______
month ______ year _____.

We ________ accept ________ to be appointed as arbitrators for dispute resolution which are raised
from such Contract.

We, hereby, require _______ (name of Contractor) to carry out the Works in accordance with the
signed Contract.

(Signature of authorized person)

(Name and Designation of Signer)

(Employer’s name)
 81

1. Form Of Commitment letter for a specific line of credit

Date ______ month ______ year_____

To: ...........................................................

Whereas __________ (indicate the Bidder’s name) (hereinafter referred as the “Party B”) has
submitted his Bid on ____________ (indicate the date of bid submittal) for the construction and
installation of _____________ (indicate name and/or brief description of the Works – package)
(hereinafter referred as the “Bid”),

We, the Bank (indicate Bank name) (hereinafter referred as the “Bank”) with its registered Head
office at______ (indicate Bank address) hereby commit that (the Bidder’s name) will get the credit
with .. ( amount of ) if If the Bidder is notified of the award of the above contract.

This commitment will remain in force up to and including thirty (150) days
after the closing date.

Name of Bank

(Signed and Stamped)

82