20150724 Tender document of financial consulting service_eng final.pdf

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DEVELOPMENT BANK OF MONGOLIA

TENDER DOCUMENT FOR FINANCIAL

ADVISORY SERVICES

ADMINISTRATION AND MONITORING DEPARTMENT

Ulaanbaatar 2015

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TENDER DOCUMENT FOR FINANCIAL ADVISORY SERVICES

Project name: Financial Advisory Services for Liability Management & Contingency Planning

Project number:

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SECTION 1

REQUEST FOR PROPOSAL

ON FINANCIAL ADVISORY SERVICES

Date: July 24, 2015

1. Development Bank of Mongolia (DBM) is pleased to invite financial institutions to submit a written proposal as DBM is pursuing to hire an external financial advisor who will advise DBM

on aspects of its Liability Management.

2. Request for proposal (RFP) on financial advisory service is open bid for all eligible institutions. Any proposals received after the deadline will be rejected automatically. All

proposals must be signed by an authorised agent or representative of the company who is

submitting the proposal.

3. A firm will be selected under comparison method and procedures described in this tender documents for financial advisory services, in accordance with the Rule on Procurement of Goods

and Works Services of the DBM.

4. The RFP includes the following documents:

Section 1 Request for Proposal Section 2 Proposal Guidelines (including Reference of Terms) Section 3 Technical Proposal - Standard Forms Section 4 Financial Proposal - Standard Forms Section 5 Scope of Work Section 6 Standard Forms of Contract

Address: Development Bank of Mongolia

Max Tower 2nd Floor,

Juulchin Street 4/4,

Ulaanbaatar 15170, Mongolia

Attention: Temuujin Lkhagvasuren

Telephone: +976 70130513, +976 99105231

Facsimile: +976 70130602

E-mail: [email protected], [email protected]

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SECTION 2

PROPOSAL GUIDELINES

1. Introduction

1.1 An advising firm/organization will be selected in accordance with the method

of selection specified in the Reference of Terms listed in the RFP.

1.2 Advisors are invited to submit both Technical and Financial Proposal, or

Technical Proposal only, as specified in the Reference of Terms. The Proposal will

be the basis for contract negotiations and ultimately for a signed Contract with the

selected Advisors.

1.3. Advisors shall provide the advising services according to the Work schedule as

specified in the Reference of Terms. If the Work Schedule consists of several

stages, the service of each phase must be completed safisfactory with the Clients requirements prior to the commencent of next stage.

1.4. Advisors should be familiarized with the conditions and take it into account

while preparing Proposals. To obtain first-hand information on the assignment and

conditions, Advisors are encouraged to visit the Client before submitting a

proposal and to attend a preproposal conference if one is specified in the Reference

of terms. Advisors should contact the Clients representative specified in the Reference of terms precedent their visit to arrange the timetable or to obtain

additional information on the proposal.

1.5 Advisors shall cover all the costs occured during the preparation and

submission of proposals and contract negotiations. Client is not bound to accept

any proposal, and reserves the right to annul the selection process at any time prior

to Contract award, without thereby incurring any liability to the Advisors.

1.6. Advisors shall provide professional, objective, and impartial advice, prioritize

interests of DBM, and avoid conflicts of interests. Advisors shall not be hired for

any assignment that may be in conflict with another assignment of the Advisors to

be executed for the same or for another Client.

1.7. Hiring Advisor for the necessary services does not mean the Client is obligated

to hire the same Advisor for the next stage of the project.

1.8. Client and Advisors adhere to the highest ethical standards, both during the

selection process and throughout the execution of a contract.

1.9. Client will reject a proposal and inform to related authorities or officials if it

determines that the State Servant and Tender participant has been engaged in

procurement activities, corruption, fraudulentness, collusive or coercive practices

as specified in Law of Mongolia on Anti-Corruption, Law of Mongolia on

Prohibiting Unfair Competition and Criminal Law of Mongolia.

Competent Advisors

1.10. The RFP shall be open to all the competent Advisors. There are no

restrictions on Advisors country of origin.

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1.11. Advisors shall be deemed ineligible in accordance with the following

conditions:

1.11.1. If the Advisor is exercising insolvency, has been liquidating,

or involved in more informal arrangements with creditors to avoid

bankruptcy, whose business is ceased or in other similar

proceedings as specified in the Country of Incorporations law;

1.11.2. If the Advisor failed to pay any taxes, duties, fees and

payments as specified in law of Mongolia or Country of

Incorporation;

1.11.3. If Governmental and State-owned stock shareholding legal

entities is dependent on the Client;

1.11.4. If the Advisor went through the arbitrary proceedings, that

the Advisor had serious violations in implementing the

purchase/procurement activities or had faults in the professional

activities for the last 3 years;

1.11.5. If the Advisor is directly or indirectly affiliated with the

party who is involved in any part of the RFP document preparation,

or the Selection Process of the Proposals;

1.11.6. If the Advisors faults and frauds in the proposal are determined by the related authority;

1.11.7. If the Advisor has been engaged in corruption,

fraudulentness, collusive or coercive practices as specified in the

Anti-Corruption Law of Mongolia, Law of Mongolia on Prohibiting

Unfair Competition and Criminal Law of Mongolia for the last 3

years;

1.11.8. If two and more Advisors participating in this Tender have

the same authoritsed representative.

2. Clarification and Amendment of RFP documents

2.1. Any request for clarification must be sent in hard versions or soft versions to

the Clients address indicated in the RFP. Client will respond to the Advisor at the time /as specified in Reference of Terms/ before the submission of Proposals.

Client will respond in hard versions or soft versions to the Advisor.

2.2. At any time /as specified in Reference of Terms/ before the submission of

Proposals, the Advisor may amend the Proposals. If necessary amendment is

substantial, Client may extend the deadline for the submission of Proposals.

3. Tender guarantee

3.1. Advisors shall submit the Tender Guarantee covering the amounts specified in

the Reference of terms if stated in the Reference of Terms.

4. Preparation of proposals

4.1. Technical Proposal and Financial Proposal shall be written in the language(s)

specified in the Reference of Terms.

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4.2. Advisors are expected to examine the RFP in order to prepare the Proposal.

Client shall truly determine requirements on evaluation of full technical proposal

and give appropriate scores as specified in Reference of Terms. Minimum pass

score for Technical Proposal is 70.

4.3. Material deficiencies of information requested in RFP may result in rejection

of Proposal.

4.4. While preparing the Technical Proposal, Advisors must give particular

attention to the following:

4.4.1 If an Advisor considers enhancing its expertise for the

assignment, it may associate with either other Advidor in a joint

venture or engage in the sub-consultancy. Advisor preliminary must

obtain the approval of the Client if it wishes to enter into a joint

venture with other Advisor(s).

4.4.2 Professional staff proposed to the bidding must meet the

minimum requirements specified in the Reference of Terms.

4.4.3 Report of the Advisor shall be written in language(s) specified

in the Reference of Terms.

Technical proposal format and content

4.5. Depending on the nature of the assignment, Advisors are required to submit a

Full Technical Proposal (FTP), or a Simplified Technical Proposal (STP) as

specified in the Reference of terms. Submission of the wrong type of Technical

Proposal will result in the Proposal rejection. Technical Proposal shall provide

information in the following clauses in the accordance with the attached Form

(Section 3).

4.5.1 Full Technical Proposal shall include the following points:

Executive summary, Liability management creditentials, Liability

management proposal for DBM, past experience and relationship

with Mongolia and DBM, Recent liability management case studies,

Commitment to the Proposal, Pricing option and strategy, Marketing

strategy, Timing and execution considerations, Roadshow proposal,

Dedicated deal team and other considerations.

4.5.2 Simplified Technical Proposal shall include Liability

management proposal for DBM and Timing and execution

considerations.

4.5.3 For the FTP, and STP: a description of the approach,

methodology and work plan for performing the assignment (Form

3.4)

4.5.4 Professional team members CV (Form 3.5).

4.5.5 Other additional information required by the Reference of

Terms

Financial proposals

4.6. The Financial Proposal shall be prepared using the attached Standard Forms

(Section 4) regarding to conditions and requirements specified in the biding

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document. It shall list all costs associated with the assignment. If appropriate, these

costs should be broken down by activity and, if appropriate, into foreign and local

expenditures. All activities and items described in the Technical Proposal must be

priced separately; activities and items described in the Technical Proposal but not

priced, shall be assumed to be included in the prices of other activities or items.

4.7. Advisors may be subject to local taxes (such as: medical and social charges or

other insurance payments) on amounts payable for Advisors, sub-contractor and

their employees unless stated otherwise in Reference of terms.

4.8. Advisors may express the price of their Financial Proposals in currencies, if so

indicated in the Reference of terms.

4.9. Financial Proposal shall be effective for the period if so indicated in the

Reference of terms. Advisors shall prepare professional staffs proposed to the

consulting services during this period. Client shall prepare to provide contract

negotiations and enter intro the contract within this period.

5. Submission, Receipt, and Opening of Proposals

Proposals can be submitted both hard and soft versions.

5.1 If the Proposals are submitted by hard written copies the following

requirements shall be met:

5.1.1 The original proposal shall be written in marking ink. The

person /entitled to sign or its authorized representative/ who signed

the technical and financial proposal must initial such corrections if

the Advisors corrected errors.

5.1.2. An authorized representative of the Advisors shall initialize

all pages of the Proposals. The authorization shall be in the form of

a written power of attorney accompanying the Proposal.

5.1.3. Advisors shall submit COPY of proposal as specified in the Reference of Terms. Technical and Financial Proposals shall be

marked ORIGINAL or COPY as appropriate. If there are discrepancies between the original and the copies of the Proposal,

the original governs.

5.1.4. Original and all copies of the Technical Proposal shall be

placed in a sealed envelope clearly marked as TECHNICAL PROPOSAL. Similarly, the original Financial Proposal (if required under the selection method indicated in the Reference of

terms) shall be placed in a sealed envelope clearly marked

FINANCIAL PROPOSAL with a warning DO NOT OPEN WITH THE TECHNICAL PROPOSAL. Envelopes containing Technical and Financial Proposals shall be placed into an outer

envelope and be sealed. This outer envelope shall bear the

submission address and other information, and be clearly marked

DO NOT OPEN, EXCEPT IN PRESENCE OF THE EVALUATION COMMITTEE.

5.1.5. Proposals must be sent to the address/addresses indicated in

the Reference of terms and received by the Client no later than the

time and the date indicated in the Reference of terms. The Client

shall not be responsible for misplacement, losing or premature

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opening if the outer envelope is not sealed and/or marked as

stipulated. Any proposal received by the Client after the deadline for

submission shall be returned unopened.

5.2. Submission of Proposals in soft versions should be executed as specified in the

Reference of Terms.

5.3. Client shall open the Technical Proposal immediately after the deadline for

their submission. Financial Proposal shall remain sealed or securely stored.

6. Proposal Evaluation

General provision

6.1. From the time the Proposals are opened to the time the Contract is awarded,

the Advisors should contact the Client on any matter related to its Technical and/or

Financial Proposal in writing communication. Any effort by Advisors to influence

the Client in the examination, evaluation, ranking of Proposals, and

recommendation for award of Contract may result in the rejection of the Advisors Proposal.

Evaluators of Technical Proposals shall have no access to the Financial Proposals

until the technical evaluation is concluded.

Evaluation of Technical Proposals

6.2. The evaluation committee shall evaluate the Technical Proposals on the basis

of their responsiveness to the Reference of Terms, applying the evaluation criteria,

subcriteria, and point system /at least 3 subcriterias/ specified in the Reference of

terms. Each responsive Proposal will be given a technical score (St). A Proposal

shall be rejected at this stage if it does not respond to important aspects of the RFP,

and particularly the Reference of Terms or if it fails to achieve the minimum

technical score indicated in the Reference of Terms.

Public Opening and Evaluation of Financial Proposals

6.3. The Client shall notify Advisors whose Proposals did not meet the minimum

qualifying mark or were considered non responsive to the RFP, then their Financial

Proposals will be returned unopened after completing the selection process. The

Client shall simultaneously notify in writing or electronic means the Advisors who

have passed the first level of evaluation process. Date, time and location for

opening the Financial Proposals are stipulated in the Reference of Terms.

6.4. Financial Proposals shall be opened publicly in the presence of the Advisors representatives who consider attending.

6.5. The Evaluation Committee will correct any computational errors. In addition

to the corrections, activities and items described in the Technical Proposal but not

priced, shall be assumed to be included in the prices of other activities or items.

6.6. After the evaluation process, the Evaluation Committee may select up to 4

advisors based on the official document clarifying non conflict of interest received

from those advisors.

7. Negotiations

7.1. Negotiations will be held at the address indicated in the Reference of Terms.

Purpose of Negotiation is to conclude a Contract.

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7.2. Negotiations will conclude with a review of the draft Contract. To complete

negotiations the Client and the Advisor will initial the agreed Contract. If

negotiations fail, the Client will invite the Advisor whose Proposal received the

second highest score to negotiate a Contract.

8. Award of Contract

8.1. After completing negotiations the Client shall award the Contract to the

maximum of 4 selected Advisors.

8.2 Advisor is expected to commence the assignment on the date and at the

location specified in the Reference of Terms.

9. Confidentiality

9.1. This request for proposal is prepared for the use of the intended recipients

only. Any information exchanged under this letter as well as other documents

executed under relation to this letter are confidential and shall not be disclosed.

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REFERENCE OF TERMS

Paragraph

Reference General provision

1.1 Name of the Client: Development Bank of Mongolia

1.2 Financial and Technical Proposals shall be submitted together

1.3 Advising service will be divided into stages: No

1.4. A tender pre-proposal conference will be held : No

2.1 Clarifications may be requested no later than 1 day before the submission

date.

The address for requesting clarifications is: [email protected]

[email protected]

3.1 Tender guarantee: No

4.1 Tender proposals shall be submitted in English (Mongolian is optional).

4.3 Advisors may associate with other advisors: Yes

4.4.4 Reports that are part of the assignment must be written in English.

4.5 The format of the Technical proposal to be submitted: Full Technical

Proposal

4.7 All of taxes and fees relevant to the work of this proposal: included

4.8 Advisors shall express the price of their financial proposals in USD

4.9 Financial Proposals must remain valid 45 days after submission date.

5 Proposals submission: Soft version

5.5 Technical Proposals must be submitted no later than 10:00 a.m July 28,

2015

6.3 Financial Proposal sent in soft versions should have password and sent

with the technical proposal in separate files without the password. After

the first level of evaluation process DBM will send password enquiry

email to the Advisors who has passed the first level. These advisors shall

send passwords at 04:00pm July, 28 and the evaluation committee for

selection of financial advisory service will open the Financial proposals

at the same time.

6.2 Criteria and point system for the evaluation of Full Technical

proposals are:

(1) Experience specifically on Liability Management

exercises:

(2) Experience with DBM and Mongolia:

(3) Key professional staff qualifictions and competence

for the assignment:

The number of points to be assigned to each of the above

positions or disciplines shall be determined considering the

following three subcriteria and relevant percentage

(1) General qualifications

(2) Adequacy for the assignment

(3) Experience in region and language

Total weight:

Point

[0-25]

[0-25]

[0-10]

[0-30]

[0-30]

[0-40]

[0-100]

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(4) Adequacy of the proposed methodology and work

plan in responding to the Reference of Terms:

(5) Proposed materials on Liability Management

recommendations, strategy, options, pricing, execution

strategies, case studies:

Total point

The minimum technical score St required to pass is : 70

[0-10]

[0-30]

100

7.1 Address for Contract negotiations: Development Bank of Mongolia

Max Tower Building 2nd Floor,

Juulchin Street 4/4,

Ulaanbaatar15170, Mongolia

8.2 The Advisor(s) is expected to commence the assignment on the date

awarded of contract.

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SECTION 3

Technical Proposal Standart Forms

3.1. Technical Proposal Submission Form

3.2. Advisor`s description

3.3. Comments or Suggestions on the Scope of Work

3.4. Description of the methodology and work plan for performing the assignment

3.5. Team Composition and Task Assignment

3.6. Curriculum Vitae (CV) for Proposed Professionals

3.7. Work Schedule

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3.1 TECHNICAL PROPOSAL SUBMISSION FORM

Max Tower Building 2nd Floor, 4/4 Juulchin Street, 4th Khoroo Chingeltei District, Ulaanbaatar 15170, Mongolia

[Date] [Subject]

[Attention], All Technical Proposals must include an official letter signed by an authorized agent or representative of the company. This official letter must include the following statements: 1. Statement to prove that you have reviewed all documents provided and express your interest

of submitting a proposal under the proposed guidelines; 2. Statement of commitment to provide necessary advisory services; 3. Brief description and general summary from your esteemed institution.

Yours sincerely,

Authorized Signature and stamp:

Name and Title of Signatory:

Name of Firm:

Address:

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3.2. ADVISOR`S DESCRIPTION

Information of similar works and services provided by your organization in the last 3 years

proofing your experiences and capacities.

Provide necessary information, case studies on each liability management advisory assignments

which your institution, either individually or jointly accomplished.

Please provide the list of institutions which you might have conflict of interest.

3.3. COMMENTS AND SUGGESTIONS ON THE

SCOPE OF WORK

On the Scope of Work:

1.

2.

3.4 DESCRIPTION OF APPROACH, METHODOLOGY AND WORK PLAN

FOR PERFORMING THE ASSIGNMENT

Provide a description about approach, methodology and work plan which will include both scope,

budget, schedule, strategy, structure and other necessary items pertaining to the project.

3.5. TEAM COMPOSITION AND TASK ASSIGNMENTS

1. Managerial staff

Name Position Work Experience Task Assigned

2. Support staff

Name Position Work Experience Task Assigned

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3.6. STANDARD FORM OF CURRICULUM VITAE (CV)

FOR PROPOSED PROFESSIONAL

Proposed Position:

Name of Advisor:

Name of Employee:

Profession:

Date of Birth:

Work experience Nationality:__________

Membership of Professional Associations:

Task Assigned:

Key Qualifications:

[Give an outline of staff members experience and training most pertinent to tasks on assignment. Describe degree of responsibility held by staff member on relevant previous assignments and give

dates and locations. Use about half a page.]

Education:

[Summarize college/university and other specialized education of staff member, giving names of

schools, dates attended, and degrees obtained. Use about one quarter of a page]

Employment Record:

[Starting with present position, list in reverse order every employment held. List all positions

held by staff member since graduation, giving dates, names of employing organizations, titles of

positions held, and locations of assignments. For experience in last ten years, also give types of

activities performed and references, where appropriate. Use about two pages.]

Languages:

[For each language indicate proficiency: good, fair, or poor in speaking, reading, and writing]:

Certification:

I, the undersigned, certify that to the best of my knowledge and belief, these data correctly

describe me, my qualifications, and my experience.

[Signature of staff member and authorized representative] Day/Month/Year

Full name of staff member: ___________________________________ Date: _____________

Full name of authorized representative: ___________________________ Date: _____________

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3.7. WORK SCHEDULE

. Planning & Execution Timeline

[1st, 2nd etc are weeks from the start of assignment]

1 2 3 4 5 6 7 8 9 10 11 12

Activity (work)

---------

---------

---------

---------

---------

. Completion and Submission of Reports

Report Date Appendix

1. Inception report

2. Interim report

3.Final report

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SECTION 4.

FINANCIAL PROPOSAL STANDARD FORM

4.1. Financial Proposal Submission Form

4.2. Summary of Costs

4.3. Indicative Execution Proposal Fees & Expenses

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4.1. FINANCIAL PROPOSAL SUBMISSION FORM

Max Tower Building 2nd Floor, 4/4 Juulchin Street, 4th Khoroo Chingeltei District, Ulaanbaatar 15170, Mongolia [Date] [Subject] [Attention], All Financial Proposals must include an official letter signed by an authorized agent or representative of the company. This official letter must include the following statements: 1. Statement to prove that you have reviewed all documents provided and express your interest

of submitting a proposal under the proposed guidelines; 2. Brief description and general summary on the overall cost calculation. (Please note that cost

estimate shall be inclusive of all taxes and fees relevant to the project for the financial proposal)

3. Financial Proposals must remain valid 45 days after submission date

Yours sincerely,

Authorized Signature and stamp:

Name and Title of Signatory:

Name of Firm:

Address:

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4.2. SUMMARY OF COSTS

Costs Amount (USD)

Work (Activity):

1. [] 2. [] 3. [] 4. []

Subtotal

Local taxes

Total amount of Financial Proposal

__________(XXX)__________

* Express the price of their financial proposals in USD;

** Calculation shall be inclusive of all taxes and fees relevant to the project for the financial proposal;

*** Even if the activity does cost, please state the work activity and the associated cost to be 0;

**** If the Client has selected more than one Advisor then it has the right to equally divide the service

fee to the Selected advisors or to require mutual agreement between the selected Advisors to divide

the service fee in accordance with the assignments signed to them.

4.3. INDICATIVE EXECUTION PROPOSAL FEES & EXPENSES

Underwriting

Proposed underwriting fee and out-of-pocket expense cap

Others

Fees and expenses related with the Legal, Trustee, Listing, Marketing and Rating

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SECTION 5

SCOPE OF WORK

BACKGROUND

Development Bank of Mongolia (DBM) is pursuing to hire an external financial advisor who

will advise the DBM on aspects of its Liability Management.

As such, DBM is pleased to invite your esteemed institution to submit a written proposal to act as

DBMs financial advisory for Liability Management purposes.

Recent Developments

DBM is established in May, 2011 with 100% Government ownership to foster economic and

infrastructure development of Mongolia in line with the Governments macroeconomic

development strategy.

Since its establishment, DBM has successfully raised a total USD 2.85 billion funding in forms of

bond, syndicated loan, and credit line, including sovereign bond proceeds. These funding enabled

the Banks asset to reach USD 3.0 billion as of March 2015. In line with DBMs objective and

strategy, the proceeds have been disbursed to projects and programs that aim to foster economic

and infrastructure development of Mongolia.

SCOPE OF WORK:

The scope of this project includes following activities:

Under the scope of liability management policy:

- Provide research materials on liability management (including previous case studies); - Advise DBM on its overall liability management practices.

Under the scope of liability management contingency planning:

- Provide professional assessment of an independent opinion on DBMs existing internal contingency planning;

- Provide optional strategies depending on contingency cases defined by DBM

Provide optional strategies depending on contingency cases defined by DBM. Others:

- Attend meetings as an advisor to DBM (including meetings with relevant ministries, the central bank, etc.);

- Present the advisory and consultation outcomes to the relevant government authorities of Mongolia;

- Other services as may be defined on mutually agreed basis.

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SECTION 6

SAMPLE CONTRACT

DEVELOPMENT BANK OF MONGOLIA

SAMPLE CONTRACT FOR FINANCIAL ADVISORY SERVICE

ADMINISTRATION AND MONITORING DEPARTMENT

Ulaanbaatar

2015

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CONTRACT FOR FINANCIAL ADVISORY SERVICE

between

[Clients name]

And

[Legal Advisors name]

Date

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SAMPLE CONTRACT FOR FINANCIAL ADVISORY SERVICE

(LUMP-SUM CONTRACT)

APPROVED. ACCEPTED1.

CLIENT

(Signature)

ADVISOR

(Signature)

[Competent body or officer to

authorize right to finance]

(Signature)

(Occupation)

(Occupation)

(Occupation)

(Seal) (Seal) (Seal)

Contract for [Service name].

[number of the contract]

City/province

This CONTRACT (hereinafter called the Contract) is made the ___th day of the month of _____, _____, between, on the one hand, [name of the client] (hereinafter called client), on the other hand, [name of the advisor] (hereinafter Advisor) and the Parties agreed following terms and conditions:

1. Service 1.1. The Advisor shall be responsible to provide financial advisory services (hereinafter called the services) as defined in this Contract and Appendix 1 Scope of work, which is integral part of this Contract.

1.2. The Advisor, having represented to the Client that it has the required professional skills, and personnels, lawyers and is obliged to provide

personnels and professionals specified in the Appendix 2, List of Professionals of this Contract.

1.3. The Advisor shall submit to the Client the reports and documents specified in Appendix 3 Reporting Schedule of this Contract, in the form, in the nubers and within the time periods set forth in the said

Appendix.

2. Expiration of Contract

2.1. The Advisor shall provide the service from the date of ________ and till the date of ________ or till the date of the Parties agreed to in

written.

3. Payment

3.1. Ceilings of payment

The amount of the payment to the Advisor for the service set forth in

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Appendix 1 shall not be exceeded ________ [amount and currency].

This amount is inclusive of all kind of costs, expenses, profits and

taxes, duties, fees applicable to the Advisor.

3.2. Payment schedule.

Payment shall be made according to following schedule:2

(1) The amount to pay upon the receipt of Contract signed by the

Advisor: [amount, currency];

(2) The amount to pay upon the receipt of report acceptable by the

Client: [amount, currency];

(3) The amount to pay upon the receipt of a final report acceptable by

the Cleint: [amount, currency];

Total amount: [amount, currency].

3.3. Terms of payment.

The payment shall be made in [currency] within 30 days after

submission of an invoice prescribed in Clause 4 of this Contract to the

Project coordinator.

4. Project management

4.1. Project coordinator.

The Client appoints [position and name] as a project coordinator and

he/she shall be responsible for coordinating activities under this

Contract and receive and approve the payment invoice, reports, other

documents and materials.

4.2. Reports.

The Advisor shall submit the reports specified in Appendix 3 in

accordance with schedule and this shall be a ground to make a payment

according to Clause 3 of this Contract.

5. Quality of Performance

5.1. The Advisor shall perform the service in accordance with highly accepted professional and ethic standards and shall act with honesty. If

the personnel is found by the Client to be incompetent, the Advisor

shall provide a replacement with suitable qualifications immediately.

6. Confidentiality 6.1. Except with the prior written consent of the Client, the Advisors shall not disclose any information in light with Clients business acitivities or any other operation carried out by the Client and any information

owned by the Client relating to the Contract or the Service or the

information that should be confidential.

The obligation under this Section 6.1 shall survive for a period of two

years following termination of the Contract

7. Ownership

7.1. Any draft of the contract, related documents, research materials, reports, drawings, graphics, software and other crelated materials and

things developed by the Advisor shall be owned by the Client. The

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Advisor shall have the copy of the documents and materials.

8. Restriction for certain activities

of the Advisor

8.1. The Advisor and its affiliates accepted not to enter into any agreements derived from this Service or on execution of other projects closely

related to this Service (except the extension of this contract) as a

Contractor within time period or after expiration of this Contract.

9. Insurance

9.1. The Advisor shall be responsible for nessecary insurance at its own cost.

10. Assignment

10.1. The Advisor shall not be entitled to assign its obligation under this Contract to others or to hire the Sub-Contractor without written consent

of the Client.

11. Governing law

11.1. This Contract shall be governed by [] law and the relation between Parties shall be in [] language.

12. Dispute settlement

12.1. In case any dispute or difference arising out of this Contract or in connection therewith which cannot be amicably settled, either party can

submit to the Court of [].

CLIENT:

(Signature)

ADVISOR:

(Signature)

(Position)

(Position)

APPENDIX

Appendix 1: Scope of Work

Appendix 2: List of the Personnels

Appendix 3: Reporting Schedule.

20150724 Tender document of financial consulting service_eng final.pdf

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