Bản dịch tiếng Anh Hợp đồng tư vấn xây dựng

CONTRACT OF CONSTRUCTION DESIGN CONSULTING SERVICE No: 01/2016/HD-ABC   Today, 08th March, 2016, we are: ABC CORPORATION Address: Tel: Fax: Represented by: Position: Tax code: (Hereinafter being referred to as “Owner”) And: XYZ PROJECTS (VIETNAM) LTD Address: Represented by: Position: Tax code: Account no: (Hereinafter being referred to as “Consultant”) Owner as well as Consultant is called the “Party” individually and the “Parties” in commonly. Whereas: Owner needs to use construction design services related to construction project of ABC Building located in lot Z.03b-04 and lot Z.05-06-07, Industrial Park, Tan Thuan export processing zone, Tan Thuan Dong Ward, District 7, HCMC, Viet Nam (the “Project”); Consultant is a construction design consulting organization which is authorized to do business in Vietnam. Proposal documents submitted by Consultant have been approved by the Owner for performance of works required for the Project. Now, therefore the Parties hereto mutually agree to sign the Contract of Construction Design Consulting Service (the “Contract) under following terms and conditions: ARTICLE 1. OBJECT OF THE CONTRACT 1.1 Consultant agree to provide construction design service for construction of the Project in accordant with provisions of Appendix A – Scope of Work attached hereto (the “Service”). 1.2 Consultant shall carry out the Service as schedule described in Appendix B – Project Schedule attached hereto. ARTICLE 2: CONSULTANT’S DUTIES, OBLIGATIONS AND RESPONSIBILITIES 2.1 The Consultant shall perform the Service hereunder timely in accordant with Project schedule stipulated herein; assure quality of Project subject to Vietnamese Government’s regulation as well as Owner’s requirements; and transfer all relevant documents specified herein. 2.2. To present and defend his convictions of design content in the presentation and approval meetings with Owner’s authorities; 2.3. To inform Owner timely and fully all information related to Project design; 2.4. To promptly modify design, figures, drawings, documents records related to the Project, as requested by Owner, necessitated by errors or omissions subject to the Consultant’s faults. 2.5 To designate qualified individual, personnel in compliance with the provisions of the law to undertake author supervision during Project construction. 2.6 Consultant has responsibilities to explain and clarify construction design documents to Owner, constructors in order to control and execute construction following correct design. 2.7 When identifying deviation between construction and construction design (except modification approved by Consultant), author supervisor of Consultant shall take note the deviation in supervision record and inform Owner to ask constructors to adjust construction in accordant with construction design; Consultant shall be held harmless from liabilities by Owner and/ or Constructor subject to the adjustments are not carried out thereby as Consultant’s advice. 2.8 During author supervision, in case any construction category is not qualified for acceptance, Consultant shall send a written notification to Owner therein clarify the reasons for rejection of acceptance. 2.9 To adjust design to match the reality and Owner’s requirement in accordant with scope of project stipulated hereunder; Owner shall make payment for additional Service Cost set forth in Article 8.2 hereunder. 2.10 To attend the meetings related to construction design during construction when receipt of invitation from Owner. 2.11 To attend acceptance testing for trial operation and official operation. 2.12 In case that Consultant indicates subcontract from the third parties for performing a part within the Service of the Contract, the Consultant shall: Notify Owner of the subcontract 15 days in advance. Subcontract shall not be applied without written approval by Owner. The subcontract is considered to be accepted by Owner providing that Owner has no written response within 15 days upon receipt of the written subcontract notice from Consultant. a. The Consultant has to assure that his indicated subcontractors as condition herein shall performance correctly and fully works with respect to this contract. Consultant shall be responsible for result, quality and schedule of the works performed by the subcontractors. b. Consultant shall be responsible for cost and expenditures arising from the performance of subcontractors. c. Consultant has liability to compensate Owner for actual damages caused by the violation performed by the third parties. 2.13 All finished works transferred to Inspector shall comply with provision of the contract, in full legitimacy, and be accepted by Owner. The acceptance of Inspector shall not relieve Consultant of liabilities for his design. 2.14 Consultant shall conform to laws, regulations, rules, mandatory standards applied for Service under this Contract. 2.15 To return to Owner all relevant documents obtained from performance of the Contract. 2.16 To coordinate with Owner to resolve problems occurred in connection with performance of this Contract. 2.17 Consultant guarantees that: a. Consultant has full authorities to sign and fulfill this Contract b. Consultant is not bound by any liabilities which prevent Consultant from performance fully, promptly and entirely his duties, obligations and liabilities stipulated herein. c. Consultant does not violate intellectual property rights owned by the third parties in connection with performing of Service under this contract. ARTICLE 3: OWNER’S PROPERTY AND SUPPORT 3.1 Any property which is bought or provided by Owner to Consultant for the purpose of performance of the Service is supposed to Owner’s possession. When the Service is fulfilled or the Contract comes into expiration, Consultant shall transfer fully all property to Owner. Any damages, losses or attritions shall be clarified by Consultant in a brief, including: reason for damages, losses or attritions, type of property, figures of damages, losses or attritions by the time of transfer. For lost properties, Consultant has obligations to compensate Owner for the remained value after deduction of depreciated value at the time of damage, losses. The Depreciation period is three (3) years. 3.2 If necessary, Owner shall support Consultant in obtaining allowance from Ho Chi Minh City Export Processing and Industrial zones authority (“HEPZA”), allowing Consultant’s staff, the third parties indicated by Consultant to enter the area of project for purpose of surveys, measurement and other necessary works. However, Consultant agrees that any entering or movement performed by his personnel shall not affect normal activities of HEPZA or other organizations in Tan Thuan Export Processing Zone. ARTICLE 4: OWNER’S DUTIES, OBLIGATIONS AND RESPONSIBILITIES 4.1 Owner has obligation to provide Consultant with all necessary information related to Project timely as requested deadline to facilitate Consultant’s performance of Service on time. 4.2 To make payment to Consultant on time, as full and complete payment set forth in Appendix C attached hereto. 4.3 To be responsible for correctness and completion of documents furnished by himself. 4.4 To coordinate with Consultant to resolve problems occurred during performance of Service hereunder. 4.5 Owner guarantees that: a. Owner has full authorities to sign and fulfill this Contract; and b. Owner is not bound by any liabilities which prevent Owner from performance fully, promptly and entirely his duties, obligations and liabilities stipulated herein c. Owner does not violate intellectual property rights owned by the third parties in connection with performing of Service under this contract. ARTICLE 5 CONSULTANT’S PERSONNEL AND PERSONNEL REPLACEMENT 5.1 Consultant has obligations to assure the attendance of the individuals listed in Appendix D – Project Personnel; 5.2 Consultant’s personnel working in scope of Project shall be applied health inspection to ensure the health for undertaking their responsibilities. At the same time, such persons shall have qualification and abilities appropriate for the works undertook by themselves. 5.3 In case that Consultant needs to replace indicated staff, the replacement shall be noticed to Owner fifteen (15) days in advance, in written form and shall not be applied without written approval by Owner. The replacement is considered to be accepted by Owner providing that Owner has no written response within 15 days upon receipt of the written replacement notice from Consultant. 5.4 In case that Owner identifies that Consultant’s personnel is unqualified for the works, Owner shall inform Consultant in written form to replace personnel. Consultants shall consider such information and replace personnel joining the Project immediately no later than three (3) working days to assure Project schedule and Project requirements. ARTICLE 6: CAREER LIABILITY INSURANCE Consultant has liability/ obligation to buy career liability insurance with limit value of a million dollars (USD 1,000,000), at the same time has obligation to maintain insurance value and insurance validity throughout the period of validity of the Contract until the fulfillment of Construction. Consultant shall, within fifteen (15) days from the effective date of this Contract, provide Owner with certified copies of insurance certificate and other relevant documents as reasonably requested by Owner. In case of fault of Consultant affecting Project and insurer rejects or does not carry out entire compensation for any reason, Consultant shall be responsible for the left value of compensation which is rejected or not carried out by insurer. ARTICLE 7: GUARANTEE OF CONTRACT FULFILLMENT 7.1 Consultant shall provide bank guarantee of contract fulfillment with value of 10% of the Contract value. Owner has the right to delay any amount of payment until appropriate bank guarantee is submitted by Consultant; 7.2 In case that Consultant does not fulfill or fulfill incorrectly any duties, obligations, or liabilities under this Contract, Owner has the right to request guarantee bank to use guarantee value for compensation or penalties in accordant with this Contract. 7.3 Consultant guarantees that the guarantee agreement letter shall be issued by a legally authorized bank in Vietnam not accompanied by any disadvantage conditions against Owner’s interest. 7.4 Owner shall provide Consultant with acceptance letter of bank guarantee clearance after 7th payment period set forth in APPENDIX C – PAYMENT SCHEDULE. ARTICLE 8: CHANGE OR MODIFICATION 8.1 Content of Service under this Contract can be changed during performance by written agreement by the Parties. 8.2 Cost and expenditures arising from major changes requested by Owner is only to be paid by Owner to Consultant in such cases: a. Change of location, construction area, size, original design of the Project. b. Beyond scope of Service c. Major changes in design (excluding approved conceptual design & basic design) providing that such changes is to be approved by Owner or government authorities. Major changes are the changes causing the redesign counting to 20% of total area of construction, obtaining approval from Owner or government authorities earlier. Arising cost and expenditures shall be confirmed by Owner within seven (7) days from the day Owner is made aware of such cost and expenditures. Beyond this period, if Owner has no approval or response on such cost and expenditures, scope of service will maintain. 8.3. The arising cost and expenditures shall be agreed by the Parties but not exceed to 8% of total value of the Contract. 8.4 Changes which is in scope of service and/ or upon requested by government authorities due to fault of Consultant during the performance of the Service – excluding changes due to changes of laws or government’s regulations, shall not be paid for additional cost and expenditures arising in connection with such change. ARTICLE 9: LIABILITIES FOR CONTRACT BREACH 9.1 If a Party violates any of his duties, obligations or liabilities under this Contract, the Party shall incur a penalty equal to 12% of value of the violated part and shall compensate the other Party for actual damage. 9.2 Independent from Term 9.1 herein, if the performance of the Service is delayed due to fault of Consultant or the third parties indicated by Consultant that causes extension in time or schedule of the Service or increase in cost, Consultant shall incur a penalty equal to 0.1% of value of the violated part per week, providing that the total penalty value does not exceed 12% of value of the violated part. 9.3 Independent from Term 9.1 herein, if any amount of payment is not paid to Consultant on time as stipulated in appendix C, Owner shall incur an interest rate 8% per year for the overdue amount on overdue days. The interest is to be counted from the 8th overdue date to the date Owner settles full payment to Consultant. 9.4 Independent from Term 9.1 herein, if there is any delay caused by Owner affects progress of Consultant’s performance of Service, Owner shall extend the deadline of Service a period equal to the delay so that the Consultant has enough time to perform the Service as agreed. 9.5 If Owner does not fulfill or fulfill incorrectly his duties, obligations or liabilities under this Contract or does not settle payment completely and timely but makes an overdue payment beyond ten (10) days from the due date. a. Consultant has the right to suspend the Service within five (5) working days providing that such suspension has to be notified by Consultant and be received by Owner in written form. b. Besides incurring such above mentioned interest for delay in payment due to faults not of Consultant, Owner shall also incur the penalty as stipulated in Term 9.1herein. After Owner fulfills fully his duties, obligations or liabilities under this contract, Consultant has obligation to continue performance of the Service. ARTICLE 10: TERMINATION OF CONTRACT The Contract is to be terminated under following conditions: 10.1 By Consultant when Owner delays in payments over thirty (30) days from the due date. 10.2 By Owner when Consultant delays his performance of the Service in accordant with Appendix B under this Contract providing that such delay is not by fault of Owner. 10.3 By one of the Party when the other Party goes into liquidation or bankruptcy; 10.4 By one of the Party due to force majeure set forth in Article 15 hereunder 10.5 By one of the Party when the construction of the Project is suspended, for any reason, for hundred and eighty (180) days 10.6 If the Contract is terminated in accordant with Term 10.1 and 10.4 under this contract: a. Owner shall make payment to Consultant for the Service performance counting to the date of termination. b. Consultant shall return Owner all advance payment, if any, in accordant with the components of the Service which are not fulfilled by Consultant 10.7 If the contract is terminated in accordant with Term 10.3 under this contract, providing that such liquidation or bankruptcy is from Owner side, the Parties agree to apply provision of Term 10.6. 10.8 If the contract is terminated in accordant with Term 10.3 under this contract, providing that liquidation or bankruptcy is from Consultant side, the Parties mutually agree as following: a. Owner shall pay Consultant for cost in accordant with performance of the Service counting till the date of termination, providing that Owner can find an alternative consultants who agree to continue perform the Service base on the work result provided by Consultant at the time of termination, after deduction reasonable cost for the continuation of service performed by the alternative consultants. b. Consultant shall return Owner all advance payment, if any, in accordant with the parts of the Service which are not fulfilled by Consultant ARTICLE 11 SERVICE COST AND PAYMENT Service cost and Payment are stipulated at Appendix C – Payment Schedule attached hereto. Service cost shall exclude: 11.1. 10% Value Added Tax (VAT) 11.2. Expenses on business trips outside HCM city. 11.3. Cost, expenses, fees, contribution to be charged by government authorities. 11.4. Land Surveying service 11.5. Soil Investigation service. 11.6. Services related to LOTUS/LEED/GBI/Green Mark standards or any services related to Green Consultancy Services. 11.7. Environment impact assessment. 11.8. Special material inspection 11.9. Cost and expenditures related to import and export, customs duties, license/ declaration levies for materials deemed necessary for the project are not included. 11.10. Site Office and use of office furniture and equipment for site personnel. 11.11. Rendering and animation costs for marketing purpose. 11.12. Other consultancy and specialist consultancy services not listed in Appendix A – Scope of Work. ARTICLE 12: ABORTIVE WORK In the event of Discontinuance of the project or Termination of services in writing by both parties, all outstanding fees are to be paid up to the current Stages of work upon the day of notification of termination or discontinuance of the project. Consultant shall also in all cases be reimbursed for the actual cost using of the experts and staff for the actual running works based on the unit price as follows: No Position in Project Unit (day/ month) Price (VND) 1 Design Director Day 2 Design Manager Day 3 Permitting Manager Day 4 Architect Day 5 C&S Engineer Day 6 MEP Engineer Day 7 Project Manager & Coordinator Day 8 Senior Draughtperson Day 9 Draughtperson Day 10 Secretary Day ARTICLE 13 APPLICABLE LAW AND DISPUTE RESOLUTION 13.1 This contract shall be governed by, and construed in accordance with Vietnamese Laws 13.2 Any dispute arising out of or in connection with contract shall be negotiated and discussed by the Parties base on spirit of cooperation, collegiality for dispute resolution. 13.3 If arising disputes cannot be solved through negotiation and discussion within thirty (30) days from the arising date, such dispute shall be submitted to arbitration in accordant with Rules of VIAC (Vietnam International Arbitration Center at the Vietnam Chamber of Commerce and Industry), by any Party providing notice to the other Party and VIAC. Any arbitration session in accordant with this article shall be attended by three (3) arbitrators, one indicated by Consultant, one indicated by Owner and the last one indicated by VIAC chairman. The place of Arbitration shall be in Ho Chi Minh city, Vietnam. Arbitration language shall be Vietnamese. ARTICLE 14 CONFIDENTIALITY & SECURITY 14.1 In accordant with this Contract, the “confidential information” definition shall include information, data, documents provided by Owner in oral or written forms, graphics or electric forms, but not limited to legal information and documents related to the Project, financial statement, information of establishment and securities, sketches, marketing campaign, sales plans, product development plan or plan of merge and acquisition (M&A), business relationship, business strategies, customer lists. confidential information shall exclude such information: a. be announced to public without fault of Consultant b. be developed by Consultant independently c. be transferred legally to Consultant by other third parties without causing obligation of information security commit d. be disclosed upon requirements of government authorities. Before disclosure of information, Consultant shall notify Owner to facilitate Owner’s rejection or reduction of disclosure of information 14.2 Owner agrees that Consultant shall be able to use or keep confidential information for purpose of the Contract. To reduce disclosure of information, at any time, through any representative or staff, Consultant shall not, except agreed by Owner: (i) copy, modify, public, reveal, leak, report, announce or transfer such information to any person or organization, for any purpose, or (ii) use confidential information for any purpose not stipulated in or relevant to this Contract. 14.3 Consultant agrees that all legal rights and interests in connection with any confidential information shall only belong to Owner possession. 14.4 At the time of termination of this Contract, Consultant shall transfer to Owner upon his request all originals or copies of confidential information and other documents containing confidential information which belongs to and under control of Owner regardless of places where such information is stored. ARTICLE 15 FORCE MAJEURE 15.1 Force majeure is the events beyond reasonable control of any Party, which prevent the Party to fulfill his duties, obligations, liabilities under this contract, including but not limited to fire, riot, war, terrorism, act of God, ordinance, laws or regulations of governments, biding orders of government authorities or other sudden similar events as regulation of Vietnamese Law. 15.2 If the fulfillment of this Contract is interrupted, limited, delayed or affected by force majeure. The Parties have the right to hold harmless against liabilities for unfulfilled components affected or interrupted by Force majeure. 15.3 The Party who is prevented from fulfillment of the Contract by Force majeure events shall notify the other party immediately by email and not later than 10 days from the occurring day of the events. 15.4 In case the Force majeure events last over sixty (60) days, each Party has the right to terminate the Contract immediately before expiry date providing written notification to other Party. A Party shall hold harmless the other party from and against complaint or claim related to such termination. ARTICLE 16: INTELLECTUAL PROPERTY RIGHTS Consultant has the right to own copyrights of all documents created on their own. Owner has the right to hold possession of the documents. Consultant shall hold entirely liabilities for such copyrights of the documents and guarantee not to violate intellectual property rights of any other third parties. Owner has the right to use completely and permanently the documents (works) created in accordant with this Contract. ARTICLE 17: GENERAL PROVISION 17.1 This contract comes into effect from the date of signing to the fulfillment of obligations in accordance with the articles hereof by both Parties. 17.2 Work commencement is on 8th March. 2016 17.3 In case that any terms or conditions hereunder is null and void, illegal or unworkable by an authorized Court’s sentence, for any reason, such terms and conditions shall be eliminated. Other terms and conditions remain validity as if the Contract is made without such null and void, unworkable, illegal terms and conditions. 17.4 The Assignment of the Contract, or any rights or obligations hereof by Consultant shall not be allowed unless written agreement by Owner. 17.5 Any notification in connection with the Contract shall be made in written form and come to effect upon receipt at addresses stipulated in Particular Condition. The transfer shall be by hand, fax or email upon receipt of written confirmation or by registered letter or guarantee letter assuring letter of acceptance. Addresses and recipients as follows: Representative of Owner: Mr. NGUYEN VAN A Position: Project Manger ABC CORPORATION Representative of Consultant: Mr John Doe Position: Director XYZ PROJECTS (VIETNAM) LTD. All notifications, proposals, claims or correspondences etc. from a Party are supposed to be received by other Party in such cases: a) Three (3) days from sending date in case of registered letter sent by post b) The date of receiving confirmation of sent status according to normal practice in case of sending by fax In the event that sending date is on Sunday, or holiday in Vietnam, all notifications, proposals, claims or correspondences etc. shall be supposed to be received the next day which is not Sunday or holiday in Vietnam. 17.6 Throughout design development stage of the project, the meetings between Owner and Consultant for purpose of progress tracking shall take place weekly in Ho Chi Minh City. 17.7 This contract comes into effect from the date of signing to the fulfillment of obligations in accordance with the articles hereof by both Parties. 17.8 In case that any terms or conditions hereunder is null and void, illegal or unworkable by an authorized Court’s sentence, for any reason, such terms and conditions shall be eliminated without impact on validity of other terms and conditions. 17.9 This contract consists of 12 pages (excluding cover page) and 4 appendixes attached hereto. 17.10 This contract is made in four (4) copies in Vietnamese, each Party keeps two (2) copies with equal validity. REPRESENTATIVE OF OWNER REPRESENTATIVE OF CONSULTANT   APPENDIX A - SCOPE OF WORK Design works shall be executed as following categories: 1. General 2. Architecture design 3. Development & Detail Architecture design 4. MEP Schematic Design 5. MEP Development Design 6. MEP Detail Design 7. Civil and structural engineering design 8. Interior design 9. Landscape & outside lighting design 10. Construction Tender support 11. MEP Tender support 12. Author supervision and inspection 13. MEP Testing and Commissioning All items listed are to be executed at Consultant’s office, except item 11 and 12 are to be executed at construction site. The detail of work is as following: 1. General 1.1 Gather and analyze all parameters possibly affecting the design, such as standards of location, space, technology, facility, necessary regulations and procedures 1.2 Assure quality of design to meet requirements of Owner and of local government authorities. 1.3 Prepare and provide Owner with documents needed for purpose of licensing, including but not limited to Construction license, certificate of fire fighting and prevention certificate, environment protection guarantee, etc. and other relevant documents as requested by local government authorities. 1.4 Coordinate with and support other consultants, designers (if any) and Owner in regular design update and work synchronization during construction. 1.5 Provide all of drawings, including but not limited to conceptual design drawings, basic design drawings and detailed designed drawings in 2D and 3D (3D of AutoCAD Revit 3D if any) to Owner or other consultants. Such documents shall be provided in full size, for both hardcopy and softcopy (if any request). All drawings and documents shall be submitted to Owner in three (3) sets. Besides, Consultant shall provide all necessary drawings and documents for requirements of government authorities as regulation without any fee. If the quantity of the submission exceeds the quantity stipulated hereby, the cost and expenditures of printing shall be applied base on following table: PRINTING FEE Paper Size Black and White photocopy (VND) Color printing copy(VND) Black and White printing copy (VND) A0 A1 A2 A3 A4 Special size 2. Architecture design 2.1 Coordinate with MEP design consultant to survey location of construction, geography conditions, weather, etc. and propose important requirements and standards as well as necessities for architecture design and MEP design 2.2 Develop and submit 3 proposals of architecture models of which Owner selects 2 proposals. Consultant continues to develop detail for all infrastructure elements of the Project, and evaluates specifically possibility, estimates cost and time needed for execution of each proposal. With each proposal, consultant presents conceptual design drawings in appropriate detail level, area of locations, calculates index of GFA rate (Gross Floor Area), NFA (Net Floor Area), land using ratio, etc. 2.3 Combine and prepare necessary architectural drawings for presentation to Owner the conceptual and basic designs. Furnish necessary information to facilitate Owner’s investment application. 2.4 Develop and complete detail architecture designs. To coordinate closely with other consultants (if any) to facilitate integration of other designs into architecture designs. 2.5 During period of conceptual design, submit two (2) conceptual design drawings to Owner, including architecture master plan , landscape and interior furniture sketch for Owner’s selection of one in two submissions. 2.6 Execute necessary calculation for selected idea and submit to Owner the information including (but not limited to) following items: a) Budget estimation b) Time estimation c) Planned execution methods. d) Owner shall approve idea for execution of basic design The rest of this page is empty.   3. Detail Architecture Design 3.1 Preliminary design includes but not limited to drawings as following: a. Master Plan, scale of 1:500 b. Floor plans for each floor at appropriate scale c. Drawings of zones, elevation drawings at appropriate scale d. Perspective architectural drawings in 3D (3D of AutoCAD Revit 3D if any) for entirely construction and important landscape. e. Perspective drawings of whole building and other important areas. f. Detail data tabulation of area, dimension for each area. g. Documents explaining concept idea. 3.2 Necessary documents for Project investment approval include (but not limited to) such documents and drawings as below a. Lists of drawings b. Master and detail plans for each design phase of Project. c. Zoning area, zoning; and d. Zoning design for floors at scale of 1:200 (or any appropriate rate) e. Elevation design at scale of 1:200 (or any appropriate rate) f. 3D Perspective showing conceptual design g. Technical specification for design and development work. h. All material used for interior and exterior furniture i. Proposal of color scheme for basic design of interior and exterior j. Explanation of basic design 3.3 Detailed designs include (but not limited to) a. Detailed designs of all floors and facades of the building and relevant components. b. Detailed elevation drawings at appropriate rate c. Detailed facade drawings of the building at appropriate scale d. Detailed drawings submitted in Article 3 – Interior design and Article 4 – landscape design MEP basic design 4.1 Discuss with Owner and construction design consultant to determine design criteria, standards to be conformed, and MEP system to be connected hereby. Advise the Owner and construction design consultant design criterion and working plan on the Project as well as solutions to save energy (Electricity, Water) during operation. 4.2 Provide guidance to Owner and construction design consultant instructions of preliminary discussion about such systems connecting to general systems, including but not limited to electric and water systems, drainage systems, petrol systems, telecommunication systems, lightning protection systems, fire fighting and protecting systems, etc. and instructions of procedures of working with authorities about compliance with connected rule in construction design. 4.3 Coordinate with construction design consultant in project building arranging development, including type of the building, overall arrangement and preliminary information of areas/ rooms in use for MEP systems, including (but not limited to) control room, canteen, meeting room, working spaces, etc. 4.4 Propose 2 preliminary MEP technical options and calculate loading capacity, analyze advantages and disadvantages, and calculate necessary budget for each option, including but not limit to electric systems (Genset, UPS, substation, etc.), cooling systems, main ancillary systems (security systems, fire fighting and protecting systems, etc.), lightning protection systems and Building operation management system (BMS) 4.5 Prepare conceptual design drawings and circuit diagrams for MEP systems and main ancillary systems. 4. MEP design development: 5.1 Complete details related to requirements of space for function rooms of MEP systems 5.2 Execute appropriate development of conceptual design, schedule development for structure and architecture design, and develop drawings base on arrangement of function room and ancillary areas. 5.3 Provide basic design documents, including master plan, diagrams, design summary for entire MEP systems, ancillary systems and building operation management system (BMS) 5.4 Assist Owner/ construction design consultant in detailed design of function rooms including (but not limited to) loading capacity, raised slab, false ceiling, ramp, loading elevator, underground oil tank, cooling tank, machine platform, etc. 5.5 Design the operation supporting system including (but not limited to), fire fighting systems, closed-circuit television system (CCTV-IP), early smoke detection system, access systems, building operation management system (BMS) 5.6 Review cost estimation which is prepared by Owner’s quantity advisor, for MEP systems and ancillary systems. 5.7 Propose strategies and plans of purchasing and selecting equipment in purpose of investment optimization for MEP systems, ancillary systems and Building operation management system (BMS) 5.8 Assist Owner/ construction design consultant in submission of MEP construction design documents to fire fighting and prevention department for approval of the fire fighting and prevention approaches prior to commencing of construction. 5.9 Support Owner / construction design consultant to review necessary drawings and documents to be submitted to Authorities. 6.1 Provide detailed design drawings including detailed drawings for detailed layout of engine rooms, areas, connection diagrams, equipment and detailed installment of the whole MEP systems and ancillary systems - including (but not limited to) electric system (Genset, UPS, substation, etc.), Lightning protection system and Cooling systems 6.2 Provide detailed design drawings and design explanation of the fire fighting and prevention for approval of government authorities. 6.3 Provide lists of technical specifications of MEP systems and ancillary systems for Owner’s approval, including: a. Technical specification list of systems including (but not limited to): Electricity, HVAC, Pumping, Drainage, Fire fighting and prevention, raised slab and other ancillary systems. b. Lists of manufacturers and suppliers of all MEP devices and other materials. c. Lists of technical data, price ranges, and exchange rates. 6.4 Review cost estimation which is prepared by Owner’s quantity advisor, for MEP systems and ancillary systems. 5. Civil and structural engineering design 7.1 Develop documents and drawings related to structural engineering design for the whole building and architecture areas of the Project, including (but not limited to): a. Office building, infrastructure and other architecture items. b. Internal road, drainage systems and all other civil items. c. Fences, security gates, parking area and other facilities. 7.2 Gather information and requirements needed for construction structure and detailed design, including: a. Review and evaluate soil investigation report b. Review and analyze hydrologic data in the past to evaluate flooding level and rainfall in the location c. Work with local suppliers of infrastructure services on issue of connection. d. Understand clearly construction regulations at the Industry Park. e. Understand clearly requirement and using purpose of each architecture items. 7.3 Submit Owner proposal of structural engineering design prior to commencing of detail design: a. Propose standards for basic design related to the structure of the building and architecture items b. provide foundation of basic analysis for structure and architecture items c. Present preliminary structural engineering designs d. Provide detailed technical outline for the Project 7.4 Design foundation, piping, sewer for waste water and rainwater, waste water treatment systems and entire of underground structure elements, dimension, arrangement, steel structure and other necessary elements related to the building. 7.5 Provide structural drawings at scale of 1:100 and technical specification for main structure elements and auxiliary structure elements (such as staircases, ramp, roofs) or detail of main connection. 7.6 Calculate vertical and lateral load capacity for structure, infrastructure and superstructure, including but not limited to such elements: a. Foundations b. Structure beams, floors, columns c. Bearing walls and core walls d. Staircases, floors, ramp e. Main steel structure of the building f. Building facade supporting structure (facades systems) g. Internal roads and walkways h. Rainwater drainage system of the building 7.7 Prepare reports of loading capacity calculation with full analysis for all construction and civil elements 7.8 Coordinate with MEP design in effective and accurately arrangement for equipment and other elements of the building (panels, louvers, glasses, etc.) 6. Interior design 8.1 Propose options to Owner, including (but not limited to): a. Layouts of office and important areas b. Conceptual design of office and important areas c. Color and shape d. Lists of materials, floor tiles, timbers, curtains e. Perspective layout f. Layout of electric system, air conditioners, telecommunication systems, screens, etc. g. Ceilings, walls, floors, doors, windows, etc. 8.2 Provide detailed design of lighting arrangement, control point and operation system. Coordinate with MEP design to connect with main MEP systems of the building. 8.3 Base on selection of Owner, develop detailed design for interior elements, including (but not limited to): a. Completed layout for all areas at scale of 1:100 or 1:50 b. Elevation drawings for main and public areas at scale of 1:100 or 1:50 c. Detailed drawings of ceilings at scale of 1:100 or 1:50 d. Completed and sample boards and technical specifications of materials. e. Options of pictures, dimensions, and descriptions of wall pictures f. 3D perspective (if any) for whole main areas g. Office interior design, timber furniture and materials h. Layout of lighting elements, air conditioners, electricity, fire fighting, telephones, etc. i. Material samples and equipment specifications. 7. Landscape & outside lighting design 9.1 Gather information of construction location as well as requirements from Owner to submit options for idea of exterior, landscape and lighting 9.2 Develop and adjust basic design, provide common idea for development of elements, including: a. Overall landscape and elevation b. Concept of Plants and layout of plants c. Understand functions of and submit proposal of location, dimension, materials for internal roads and walkways, lighting. d. Understand functions of and submit proposal of location, dimension, materials for external elements, wall, fences, gates, lighting e. Coordinate with MEP design and infrastructure authorized supplier to propose idea and drawings for drainage system 9.3 The basic design package is made in coloured drawings submitted to Owner, including (but not limited to): a. Handsketch coloured drawings and AutoCAD coloured drawings b. Basic design drawings at scale of 1:100 or appropriate scale showing layout of hardscape, softscape and other elements. c. Elevation of landscape at scale of 1:100 or appropriate scale d. Material options for hardscape e. Material options for softscape f. Boards of Material pictures g. 3D views (if any) of the whole areas showing design models h. Table of cost estimation for each items 9.4 Prepare complete documents of detailed landscape design including shop drawings, technical specifications, development plan with full details to meet requirements of Owner and local standard and regulations of government authorities. 9.5 Landscape drawings include (but not limited to): a. All drawings at appropriate scale for hardscape, softscape, internal and external lighting, including layout, dimension and elevation b. All options for hardscape, softscape, lighting, interior, drainage system, specimens of plants and soil, etc. c. All shop drawings and construction detail of wall, fences, balconies, internal roads, pavements, plants, drainage system d. All drawings are made in paper size of A0 or A1, with detailed description of installment, operation, materials, technical specification, sample selection, etc. 8. Construction Tendering 10.1 Prepare full set of technical documents for tender, including (but not limited to) a. Architectural drawings b. Structural drawings c. Technical specifications d. Bill of quantities e. Construction cost estimation 10.2 Coordinate with Quantity surveyor in provision of design drawings for purpose of cost calculation 10.3 Facilitate provision of criteria lists defining evaluation standards for tender invitation and tender evaluation, both technical and commercial standards 10.4 Facilitate provision of lists defining evaluation methods, necessary procedure for technical evaluation. Provide forms and instructions to assist for evaluation of cost, comparison and balance of cost (value engineering) 10.5 Facilitate direct or indirect explanation to contractors’ question during tender stage. 10.6 Facilitate Owner in interview, bidding document evaluation and other stages throughout tender (if requested). 9. MEP equipment tendering 11.1 Provide complete and full set of tender documents for MEP systems and ancillary systems, including: a. Layout design for function engine rooms, sections, wiring schematic drawings, equipment selection and detail for basic installment of MEP systems and ancillary systems b. Technical description for MEP systems and ancillary systems c. Technical date Selections for equipment and materials d. Cost table, exchange rates and personnel 11.2 Assist Owner prequalify and recommending a list of contractors for MEP package (if requested). 11.3 Assist explanation and instructions for contractors during tender stage (if requested). 11.4 Assisting the Owner, Project Manager to analyze Tender Bids and making a report on the adequate capacity in terms of technical as well as Tender price (if requested) 11.5 Participate in value engineering for MEP tender with selected contractors (maximum 2 contractors). Provide summary report of analysis result. 11.6 Provide full drawings, reports, and options for contract signing with final contractor after completion of Tender analysis work and value engineering. 11.7 Participate in meetings with other contractors and design consultants, project management group as requested. 10. Author supervision and inspection 12.1 Provide manual to ensure safety work in construction period, installation and operation in future 12.2 Keep track in authorship, periodically present on site (at least one time per 2 week) to assure compliance with design during actual construction on site 12.3 Inspect periodically materials used for construction, define discrepancies between design and actual construction 12.4 Supplement or review detailed drawings clarifying design details or detail modification in accordant with actual conditions of construction site 12.5 Provide manual, instruction for inspection of construction structure, construction materials and participate in checking work (if requested). 12.6 During author supervision, notify Owner of discrepancies between design and actual construction, installment of MEP devices and lighting equipment 12.7 Supervise landscape execution, including (but not limited to): a. Specimens of plants in premise b. Arrangement of plant in premise c. Arrangement of walkways and pavements d. Elements relevant to landscape e. Materials used for landscape f. Sloping surfaces for water flowing on pavement and zones of green spaces 12.9 Submit periodical report to Owner about discrepancies between design and actual construction and solutions 11. MEP Testing and Commissioning Supervision 13.1 Propose commissioning procedures for MEP systems including (but not limited to) Electric systems, Cooling systems, building operating system, fire detection system and fire fighting. 13.2 Review checking procedures and commissioning proposed by the Contractor for MEP systems. 13.3 Supervise the complete checking work and commissioning for the whole MEP system and auxiliary system. 13.4 Report to Owner, during author supervision, discrepancies between design and actual construction; and between expected results and actual acceptance testing results. REPRESENTATIVE OF OWNER REPRESENTATIVE OF CONSULTANT   APPENDIX B – PROJECT SCHEDULE Consultant shall implement Project schedule following below progress (start to calculate from the beginning of the Project set forth in Article 17 – General Terms and Conditions) No. Description Period of time (days) Time Accumulated period of time Commencing of the Project T0 T0 1 Submit concept architecture designs (30%) to Owner T0+65 T1 T0+65 2 Completion of concept designs, including (60%) - Concept designs for Architecture – Civil – Structure (CSA Works) - Concept design for MEP (ME Works) T1+45 T2 T0+110 3 Completion of designs for construction permit - Site master plan and necessary technical drawings - Design of fire fighting and protecting system - Environment impact assessment report T1+100 T3 T0+100 4 Completion of detailed design, including (100%) - Detailed design for Architecture – Civil – Structure (CSA Works) - Detailed design for MEP (ME Works) - Interior design - Landscape design - Lighting design T2+45 T4 T0+155 5 Completion of drawings, calculations and documents for purpose of tendering - Construction tender - ME equipment tender Complete evaluation and selection of contractors T4+21 T5 T0+176 6 Author supervision and Testing operating MEP equipment Construction period T6 REPRESENTATIVE OF OWNER REPRESENTATIVE OF CONSULTANT APPENDIX C – PAYMENT SCHEDULE Payment terms and conditions: Actual costs and expenditures to be paid to designers DO NOT INCLUDE VAT. Costs and expenditures shall be paid within thirty (30) days upon the day red invoices and full documents defining fulfillment of work from Consultant are received by Owner’s accounting department. No Payments Description Amount (VND) Payment documents 1 1st Payment 10% in advance payment - Signed contract - Authorized certificates and documents define capacity of provision of design consulting service - Bank guarantee letter with value of 10% of contract value - Red invoice 2 2nd Payment 10% right after completion of assessment of feasibility of Project and approval of Conceptual designs - Red invoice - Acceptance minutes of Conceptual design from Owner Documents include (but not limited to) - 3 hardcopies and 1 softcopy of conceptual design 3 3rd Payment 10% right after Owner’s approval of basic design, including Architecture, Structure, MEP - Red invoice - Acceptance minutes of Preliminary design from Owner Documents include (but not limited to) - 3 hardcopies and 1 softcopy of Preliminary design and relevant documents 4 4th Payment 15% right after Owner’s approval of Detailed design, - Red invoice - Acceptance minutes of Detailed design from Owner Documents include (but not limited to) 3 hardcopies and 1 softcopy of Detailed design and relevant documents 5 5th Payment 10% right after Owner’s completion of Tender for all tender packages - Red invoice - Acceptance minutes of construction bidding result Documents include (but not limited to) - designs, drawings, calculations, etc. needed for Tendering - analyzing report of contractor selection 6 6th Payment 15% right after Owner’s approval of construction permit - Red invoice - Construction Permit issued by authorities 7 7th Payment 10% right after completion of Landscape, Interior, Lighting design - Red invoice - Acceptance minutes of Detailed design from Owner Documents include (but not limited to) 3 hardcopies and 1 softcopy of Detailed design and relevant documents 8 8th Payment 15% right after completion of author supervision, construction support, MEP equipment inspection and acceptance testing - Red invoice - Confirmation minutes of Construction completion and operation readiness 9 9th Payment 5% after 12 months from Owner’s acceptance and operation of construction - Red invoice - Owner’s Confirmation minutes defining qualified operation period of 12 month Total Contract Value Total Contract Value: Five billion, four hundred and eighty seven million, eight hundred and twenty five thousand dong. REPRESENTATIVE OF OWNER REPRESENTATIVE OF CONSULTANT   APPENDIX D – PROJECT PERSONNEL Consultant guarantees personnel and personnel organization structure in performance of project as following: 1. John Doe - Position : Project Director - Duty: Design guidance 2. Nguyen Van B - Position: Design Director - Duty: Design directing 3. Nguyen Van C - Position: Urban Planning & Permitting Director - Duty: Urban planning & permitting 4. Nguyen Van D - Position: Architect - Duty: Architectural design 5. Nguyen Van E - Position: Architect - Duty: Design coordination 6. Nguyen Van F - Position: Project Manager - Duty: General management 7. Nguyen Van G - Position: Design Coordinator - Duty: Design coordination 8. Nguyen Van H - Position: Structural Design Manager - Duty: Structural engineering design lead 9 Pham Van E - Position: MEP Design Manager - Duty: MEP design lead (Electricity section) 10 Nguyen Van I - Position: MEP Design Manager - Duty: MEP design lead (Mechanics section) REPRESENTATIVE OF OWNER REPRESENTATIVE OF CONSULTANT