1.2. The meanings of acronyms used in this MoU are the following:
FA
Financial Agreement (loan agreement) signed by Cassa Depositi e Prestiti and MoF in order to define the soft loan terms and conditions and modalities of disbursement and repayment
GoI
IFI
MAECI-DGCS
Government of the Italian Republic
Italian Financing Institution
Directorate-General for Development Cooperation of the Italian Ministry of Foreign Affairs and International Cooperation
MPI
OEDC
PID
PPC
AICS
VAT
Vietnamese Ministry of Planning and Investment
Organisation for Economic Development and Co-operation
3.2. The Specific Objective of the Project, that will contribute to achieve the Overall Objectives, is: to improve the urban sanitation conditions in Tay Ninh town.
• MoF, acting as the Borrower for the Financial Agreement to be signed with the Italian Financing Institution.
5.1.2. For the Italian side:
• Cassa Depositi e Prestiti, the Italian Financing Institution (IFI) signatory of the Financial Agreement (FA) with MoF, which will provide and manage the Soft Loan (including disbursements and repayments).
• Office in Hanoi of the Italian Agency for Development Cooperation (AICS Hanoi), acting as part of the AICS project assistance and monitoring system.
• representatives of the PPC of Tay Ninh, MPI and MoF for the Vietnamese side;
The JSC shall supervise the smooth progress of Project activities and provide orientation on their implementation. Concrete task and responsibilities taken by the JSC are detailed into the PID. The JSC is chaired by the Representative of Tay Ninh PPC. All JSC decisions shall be taken unanimously.
In addition to the tasks and powers assigned to the PMU according to the Vietnamese laws, the PMU shall coordinate with the AICS Hanoi in order to complete the necessary procedures for implementation of the Italian ODA project regulated by this MoU.
7.2. The Soft Loan will be denominated in Euro. The Soft Loan will be provided at a concessionality level of 60 (sixty) per cent. The financial conditions corresponding to the above mentioned level of concessionality are the following: interest rate: 0%; Soft Loan duration: 32 years of which 21 years of grace period. These financial conditions will be re-determined at the time of signing of the Financial Agreement (FA) between Cassa Depositi e Prestiti and the Vietnamese Ministry of Finance (MoF).
7.4. The Soft Loan shall be used only for purchasing goods, services and works related to the Project. A quota of, at least, five per cent of the total Soft Loan amount must be used to purchase goods and/or services and/or works of Italian origin. The remaining quota - no more than ninety-five per cent of the total Soft Loan amount - can be used to purchase goods and/or services and/or works of Vietnamese and/or of third Country origin, provided that such third Country of origin is a member of the Organisation for Economic Development and Co-operation (OEDC).
Goods and services for the Project shall be taxed in accordance with the Vietnamese law.
8.2. The procurements using totally or partly the Soft Loan shall be carried out through the competitive bidding procedures. The procedures to be adopted are those of the Vietnamese Law on Tendering complemented by the fundamental principles of the Italian law on procurement and development aid, as described in the Annex 1 to this MoU. The prescriptions of this MoU and Annex 1 will prevail upon the prescriptions of the Vietnamese law.
10.1. Provide, at the conditions stipulated in this MoU, the financial resources indicated at the previous Article 4, also by giving the necessary instructions to the IFI to finalize, together with the MoF, the FA.
10.3. Cause that all its bodies, involved in Project implementation, will make all efforts for the success of the Project and for the achievement of its objectives.
10.5. Designate the JSC Italian members, as soon as this MoU becomes effective.
11.1. Provide fully and timely the financial resources indicated at the previous Articles 4;
11.3. Cause that all the Vietnamese institutions involved in the Project implementation will make all efforts for the success of the Project and for the achievement of its objectives;
11.5. Ensure the implementing agency and project owner to be responsible for the use of the Soft Loan proceeds, for the management of contracts and for the supervision of the activities;
11.7. Ensure that all Vietnamese indirect taxes, including VAT and excluding income taxes resulting from the contracts to be financed out of the Soft Loan proceeds, will not be covered by the Italian Soft Loan;
11.9. Shall ensure some privileges and exemption including visa and customs procedures for foreign experts and their family in accordance with Vietnamese laws on foreign experts implementing ODA programs and projects in Viet Nam;
11.11. Designate the JSC Vietnamese members, the PD and the Vietnamese staff of the PMU, as soon as this MoU becomes effective;
a) in case that the duration of the impediment to the implementation of the Project is less than six months, the use of the funds shall be suspended until the AICS authorises resumption of activities;
c) in case the impediment to the implementation of the Project is greater than twenty- four months, the Parties shall discuss about the continuation of the Project and define an agreed course of actions. In case the continuation of the Project is not feasible, the Parties shall agree on the destination of the residual funds deducted the amount needed to finance the activities specified in the following Article 12.2.
14.2. In case of severe fault, MAECI-DGCS shall notify the event in writing to MPI, inviting it to take suitable measures to fix the consequences of the fault within maximum sixty days from the date of the notification. This time limit expired, MAECI-DGCS reserves the right to terminate the MoU, notify ing MPI through a Verbal Note at least three months in advance.
14.4. MPI reserves the right on continuation of the Project by its own resources and MoF will refund in a single payment the entire contractual amount disbursed in advance (if any) and not spent yet. MAECI-DGCS retains an adequate credit amount to be paid to contractor for its work completed up to the date of termination.
To avoid any conflict of interest, any natural or legal person, including entities within the same legal group, members of consortia, temporary associations, and sub-contractors, involved in the preparation of the Project shall be excluded from participating in tenders or from submitting offers aimed at the implementation of the Project.
The candidates/bidders must prove that their economic, financial, professional and technical capacity is suitable for the implementation of the contract. Unless otherwise established in the Agreement, the candidates/bidders must prove:
1.2.2 Professional and technical capacity: candidates/bidders shall provide a full record of the activities performed during the last three years; enterprises that have been established for less than three years may prove their professional and technical capacity with any document which the contracting authority may deem appropriate.
1.3 GROUND FOR EXCLUSION FOR PARTICIPATION IN CONTRACTS
1.3.1 They are in the conditions as referred to in the Italian Legislative Decree 8.8.1994, n. 490 ("Antimafia). Italian tenderers/offereres must provide the evidence thereof by the “certificato antimafia”, issued by the competent Italian authorities. Non-Italian tenderers/offerers must provide equivalent certificates, if issuable under their respective national law.
1.3.3 They are the subject of proceedings for a declaration of bankruptcy, for winding-up, for administration by the courts, for an arrangement with creditors or for any similar procedure provided for in national legislation or regulations.
1.3.5 They are guilty of grave professional misconduct proven by any means which the contracting authority can justify.
1.3.7 They have not fulfilled obligations related to the payment of taxes in accordance with the legal provisions of the country where they are established.
1.3.9 They have been declared to be in serious breach of contract for failure to comply with obligations in connection with another contact with AICS or another contract financed with Italian funds.
2.2 Upon prior agreement of the parties, economical convenience may be counterbalanced by social fairness, protection of public health, conservation of environment, and promotion of sustainable development.
2.4 Contracts may not be modified, unless the modification is approved by AICS pursuant to following clauses. Contractors are not entitled to any payment or reimbursement whatsoever for activities carried out without prior authorization. If AICS or the contracting authority so requires, contractors may be forced to restore, at their own expenses, the original state before the unauthorized modification.
2.6 Modifications of supply and service contracts may be allowed and shall be effective only upon AICS prior authorization, which may only be granted in the following cases:
2.6.2) unforeseen and unforeseeable circumstances, including the implementation of new materials, components or technology not existing when the award procedure was commenced, provided that the modifications ameliorate the quality of the performance, without increasing the contract total amount;
2.6.4) unless otherwise provided, the above-mentioned modifications may not increase or reduce the total contract amount beyond 20%, provided that the funding is available. In case the above- mentioned modifications will make the project total cost1 exceed the approved total estimated investment cost2, they also have to be approved by the relevant Vietnamese Authorities;
2.6.6) contractors may not refuse the above-mentioned modifications; such modifications shall be executed at the same contractual conditions;
2.7 Modifications of works contracts shall be effective only upon AICS prior authorization, which may only be granted in the following cases:
2.7.2) unforeseen and unforeseeable circumstances, including the implementation of new materials, components or technology not existing when the project was made, provided that the modifications ameliorate the quality of the performance, without altering the initial project and without increasing the contract total amount;
2.7.4) geological problems not predictable in the executive project;
2.7.6) modifications, which increase or reduce the total contract amount, necessary to improve the quality and performance of the project are allowed up to 5%, provided that the funding is available.
2.9 Subcontract is allowed up to an amount of 30% of the total contract amount. The bidding documents must specify if subcontract is allowed and the conditions thereof. Upon submitting their bids, bidders must declare which supplies/services/works they intend to subcontract. Contractors must deposit subcontracts with the contracting authority at least 20 days before commencing the execution of the subcontracts. Subcontractors must be eligible for the supplies/services/works they are assigned.
2.11 Exchange rate risk or variations may not be subject to compensation whatsoever.
2.13 In case of malice or grave negligence, contractors’ liability may not be limited.
2.15 Disputes arising between the contractors and the contracting authority shall not be submitted to the jurisdiction of the Italian courts.
2.17 The Italian party reserves the right to apply the fundamental principles of Italian law, should any legal gap arise.
4.2 Without the contracting authority’s prior written authorisation, contractors and their staff or any other company with which the contractor is associated or linked may not, even on an ancillary or subcontracting basis, supply other services, carry out works or supply equipment for the Project. This prohibition also applies to any other Projects that could, owing to the nature of the contract, give rise to a conflict of interest on the part of the contractors.
4.4 Civil servants or other officials of the public administration of the beneficiary country, regardless of their administrative situation, must not be engaged as experts by the tenderers unless the prior approval of the AICS has been obtained.
4.6 For the duration of the contract, contractors and their staff must respect human rights and undertake not to offend the political, cultural and religious mores of the beneficiary state. In particular, tenderers who have been awarded contracts shall respect core labour standards as defined in the relevant International Labour Organisation conventions (such as the conventions on freedom of association and collective bargaining; elimination of forced and compulsory labour; elimination of discrimination in respect of employment and occupation; abolition of child labour).
4.8 The contractor and their staff are obliged to maintain professional secrecy for the entire duration of the contract and after its completion. All reports and documents drawn up or received by the contractor are confidential.
4.10 The contractors shall refrain from any relationship likely to compromise their independence or that of their staff. If contractors cease to be independent, the contracting authority may, regardless of injury, terminate the contract without further notice and without the supplier having any claim to compensation.
4.13 Contractors undertake to supply AICS on request with supporting evidence regarding the conditions in which the contract is being executed. AICS may carry out whatever documentary or on-the-spot checks it deems necessary to find evidence in cases of suspected unusual commercial expenses.
4.15 Failure to comply with one or more of the ethics clauses may result in the exclusion of the candidate, bidder or contractor from other AICS contracts and in penalties. The individual or company in question must be informed of the fact in writing.
1The project total cost is the total real cost of the project when it is executed. It includes all contracted amounts for works, services, supplies and the cost of project management, land acquisitions, project audits, etc.,
2The approved total estimated investment cost is the amount, approved by the project owner, of project total cost estimate. This amount is defined in the project document (project's feasibility study report).
File gốc của Thông báo 54/2018/TB-LPQT hiệu lực Bản ghi nhớ về chuyển nhượng khoản vay ưu đãi cho Dự án thu gom và xử lý nước thải Tây Ninh – giai đoạn 1 giữa Việt Nam và I-ta-li-a đang được cập nhật.
Thông báo 54/2018/TB-LPQT hiệu lực Bản ghi nhớ về chuyển nhượng khoản vay ưu đãi cho Dự án thu gom và xử lý nước thải Tây Ninh – giai đoạn 1 giữa Việt Nam và I-ta-li-a
