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CONTRACT FOR THE PROCUREMENTOF IT EQUIPMENT AND PERIPHERALS

fiOW ALL MEN BY THESE PRESENTS: !tl{l

/ This contract made and entered into thifi ----]2 3 DEC ?016 " in San Jose,Occidental Mindoro, Philippines by and between:il:

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The OCCIDENTAL MINDORO SfiS"eOtLTGE,'a rlovenrftent agencycreated pursuant to Batas Pambansa Blg. 531 as amended by Republic Act 9747 withMainCampus at Rizal St., San Jose, Occidental Mindoro, Philippines, hereinafter referred to as

the BIIYER.

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The MASANGKAY COMPUTER CENTER. a private enterprise/corporationestablished pursuant to existing laws with business address at 1143 G. Masangkalz St. 266Zone 24 SarftaCruz.Manila and hereinafter referred to as the SIIPPLER.

WITNESSBTH

WIIEREAS, Invitation to Bid for this Contract was posted in accordance withexisting government rules and regulations;

WHEREAS, the Opening of Bids was duly conducted last November 17. 2015;

WHEREAS, the SUPPLIER'S bid was determined to be the Single Calculated andResponsive Bid through careful Bid Evaluation and Post-qualification;

WHEREAS, the Occidental Mindoro State College has accepted a bid by theSupplier for the supply of those goods and services in the sum of TWO MILLION FORTY-NINE THOUSAND SEVEN HLINDRE,D FIFTY PESOS (PHP2.O49.75O.OO).

WHERBAS, the SUPPLIER further agrees to complete the work/delivery ofgoods/services on the project upon receipt of the NOTICE TO PROCEED within THIRTY(30) CALENDAR DAYS, unless additional time shall be allowed to the SUPPLIER by theBIIYER in writing the provision of the SPECIFICATIONS herein.

THIS AGREEMBNT WITNESSETH AS FOLLOWS:

1. The SUPPLIER shall undertake the provision for PROCUREMENT OF ITEQUIPMENT AND PERIPF{ERALS with the following Technical Specifications:

ItemNo.

Offer Qtv Unit Unit Cost(in Php)

Total Cost(in Php)

APCBack-UPS 325 watts I 625 V A I 230V UniversalOutlet

50 unit 3,300.00 165,000.00

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50 set 30,000.00 1,500,000.00

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In consideration of the payments to be made by the BUYER to the SUPPLIER as

hereinafter mentioned, the former hereby covenants with the latter to provide thegoods and services and to remedy any defects therein in conformity in all aspectswith the provisions of the Contract.

The Implementing Rules and Guidelines regarding Adjustment of the ContractPrices adopted and approved by the government will be applied in this Contract.

That the SUPPLIER shall comply with the provisions of RA 9184 and its RevisedImplementing Rules and Regulations and other legal laws which provides for thecriminal liability of the supplier, etc. for violation of any material provision of thecontract involving quantity and quality of work resulting to prejudice of thegovernment.

The following documents shall be deemed to form and be read and construed as partof this Agreement, viz.:

General Conditions of ContractSpecial Conditions of Contractthe Bid Form and the Price Schedule submitted by the Bidderincluding the annexes in two envelopes;

d. the Schedule of Requirements;e. the Technical Specifications;f. Invitation to Bidg. Instruction to Biddersh. Notice of Awardi. Performance Bondj Notice to Proceed

When the SUPPLIER refuses or fails to satisfactorily complete the work within thespecified contract time, plus anytime extension duly granted and is deemed defaultin this Contract, the SUPPLIER shall pay the BITYER for liquidated damages, as

per Section 68, Rule XXII as reiterated in Item 3.1 Annex D both of the RevisedIRR of RA 9184, with the following formula, to wit:

"an amount equal to one-tenth Q/l0) of one percent (1%) of the cost of thedelayed goods scheduledfor deliveryfor every day of delay until such goodsare finally delivered and accepted by the procuring entity concerned."

No extension of Contract whatsoever shall be granted to the SUPPLIER due toordinary unfavorable weather conditions, non-availability of equipment or suppliesto be furnished by the same, labor problems and such causes for which thegovernment is not directly responsible, or when time affected activities do not fall

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5 unit 76,950.00 384,750.00

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within the critical path of the network. Extension of time shall be granted only theequivalent of delay due to major calamities.

8. Settlement of Dispute - The SUPPLIER is herein obliged to follow the TechnicalSpecifications. If any dispute or difference of any kind whatsoever between theTechnical Working Group of the BLIYER or authorized representative and theSUPPLIER arising from the execution of Contract and scope of work, the same shallbe brought to the OMSC President or his duly authorized representative forsettlement.

IN WITNESS WHEREOF, the parties hereto have hereunto set their respective hands andcaused this Agreement to be executed in accordance with the laws of the Republic of thePhilippines on the day, month and year first indicated on page 1 of this Contract.

OCCIDENTAL MINDOROSTATE COLLEGE

MASANGKAY COMPUTER CENTER

Represented By: Represen

,*u.OLD NIVENTURTNA, PhD

SUC President IIKO WAI SHING

erlGeneral Manager

In the Presence of:

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ACKNOWLEDGEMENT

REPUBLIC OF TF{E PHILIPPINES )PROVINCE OF OCCIDENTAL MINDORO ) S.S

MUNICIPALITY OF SAN JOSE )iI

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SUBSCRIBBDiI eNn SWORN to before me this day of, 1 nFC ?01!L,20[5, affiants exhibiting to me their Competent Evidence of Identity

---cr-+F-tJlLv.Jaidefined in the 2004 Rples on Notarial Practice (A.M. No. 02-8-13-SC), known to me tobe the same persons wh{ executed the foregoing instrument and acknowledged to me that

i.. ' the same is their free act'dnd deed.

Name ID No. Issued At Issued On

ARNOLD N. VENTURINA 881952992 DFA Manila 2l-Feb-2011

pErERKo wAr SHrNG Th..f N0 '. iolo- G^o -Ltt\. -0-FD - fanila - 0L+ -01- 2AOL

WITNESS MY HAND AND SEAL.

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"The Contract" means the agreement entered into between theProcuring Entity and the Supplier, as recorded in the Contract Formsigned by the parties, including all attachments and appendicesthereto and all documents incorporated by reference therein.

"The Contract Price" means the price payable to the Supplier underthe Contract for the full and proper performance of its contractualobligations.

"The Goods" means all of the supplies, equipment, machinery,spare parts, other materials and/or general support services whichthe Supplier is required to provide to the Procuring Entity under theContract.

"The Services" means those services ancillary to the supply of theGoods, such as transportation and insurance, and any otherincidental services, such as installation, commissioning, provisionof technical assistance, training, and other such obligations of theSupplier covered under the Contract.

"GCC" means the General Conditions of Contract contained in thisSection.

.'SCC" means the Special Conditions of Contract.

"The Procuring Entity" means the organization purchasing theGoods, as named in the SCC.

"The Procuring Entity's country" is the Philippines.

"The Supplier" means the individual contractor, manufacturerdistributor, or firm supplying/manufacturing the Goods andServices under this Contract and named in the SCC.

The "Funding Source" means the organization named in the SCC.

"The Project Site," where applicable, means the place or placesnamed in the SCC.

"Day" means calendar day.

The "Effective Date" of the contract will be the date of receipt bythe Supplier of the Notice to Proceed or the date provided in theNotice to Proceed. Performance of all obligations shall be reckonedfrom the Effective Date of the Contract.

"Verified Report" refers to the report submitted by theImplementing Unit to the Head of the Procuring Entity setting forthits findings as to the existence of grounds or causes for terminationand explicitly stating its recommendation for the issuance of a

Notice to Terminate.

General Conditions of the Contract

Definitions

1.1. In this Contract, the following terms shall be interpreted as indicated:

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Corrupt, Fraudulent, Collusive, and Coercive Practices

Unless otherwise provided in the SCC, the Procuring Entity as well as thebidders, contractors, or suppliers shall observe the highest standard ofethicsduring the procurement and execution of this Contract. In pursuance of thispolicy, the Procuring Entity:

(a) defines, for the purposes of this provision, the terms set forth belowas follows:

(ii i)

"corrupt practice" means behavior on the part of officials inthe public or private sectors by which they improperly andunlawfully enrich themselves, others, or induce others to doso, by misusing the position in which they are placed, and itincludes the offering, giving, receiving, or soliciting ofanything of value to influence the action of any suchofficial in the procurement process or in contract execution;entering, on behalf of the Government, into any contract ortransaction manifestly and grossly disadvantageous to thesame, whether or not the public officer profited or willprofit thereby, and similar acts as provided in Republic Act3019.

"fraudulent practice" means a misrepresentation of facts inorder to influence a procurement process or the execution ofa contract to the detriment of the Procuring Entity, andincludes collusive practices among Bidders (prior to or afterbid submission) designed to establish bid prices at artificial,non-competitive levels and to deprive the Procuring Entityof the benefits of free and open competition.

"collusive practices" means a scheme or arrangementbetween two or more Bidders, with or without theknowledge of the Procuring Entity, designed to establishbid prices at artificial, non-competitive levels.

"coercive practices" means harming or threatening to harm,directly or indirectly, persons, or their properly to influencetheir participation in a procurement process, or affect theexecution of a contract;

"obstructive practice" is

(aa) deliberately destroying, falsiffing, altering orconcealing of evidence material to anadministrative proceedings or investigation ormaking false statements to investigators in order tomaterially impede an administrative proceedings orinvestigation of the Procuring Entity or any foreigngovernment/foreign or international fi nancinginstitution into allegations of a corrupt, fraudulent,coercive or collusive practice; andlor threatening,harassing or intimidating any party to prevent itfrom disclosing its knowledge of matters relevant to

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the administrative proceedings or investigation orfrom pursuing such proceedings or investigation; or

(bb) acts intended to materially impede the exercise ofthe inspection and audit rights of the ProcuringEntity or any foreign governmenVforeign orinternational financing institution herein.

(b) will reject a proposal for award if it determines that the Bidderrecommended for award has engaged in any of the practicesmentioned in this Clause for purposes of competing for the contract.

2.2. Further the Funding Source, Borrower or Procuring Entity, as appropriate,will seek to impose the maximum civil, administrative and/or criminalpenalties available under the applicable law on individuals andorganizations deemed to be involved with any of the practices mentioned in

. GCC Clause 2.1(a).

Inspection and Audit by the Funding Source

The Supplier shall permit the Funding Source to inspect the Supplier's accounts andrecords relating to the performance of the Supplier and to have them audited byauditors appointed by the Funding Source, ifso required by the Funding Source.

Governing Law and Language

4.1. This Contract shall be interpreted in accordance with the laws of theRepublic of the Philippines.

4.2. This Contract has been executed in the English language, which shall be thebinding and controlling language for all matters relating to the meaning orinterpretation of this Contract. All conespondence and other documentspertaining to this Contract exchanged by the parties shall be written inEnglish.

5. Notices

5.1 . Any notice, request, or consent required or permitted to be given or madepursuant to this Contract shall be in writing. Any such notice, request, orconsent shall be deemed to have been given or made when received by theconcerned party, either in person or through an authorized representative ofthe Party to whom the communication is addressed, or when sent byregistered mail, telex, telegram, or facsimile to such Party at the addressspecified in the SCC, which shall be effective when delivered and dulyreceived or on the notice's effective date, whichever is later.

A Party may change its address for notice hereunder by giving the otherParty notice of such change pursuant to the provisions listed in the SCC forGCC Clause 5.1.

Scope of Contract

6.1. The GOODS and Related Services to be provided shall be as specified inSection Vi. Schedule of Requirements.

6.2. This Contract shall include all such items, although not specificallymentioned, that can be reasonably infened as being required for its

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completion as if such items were expressly mentioned herein. Anyadditional requirements for the completion of this Contract shall beprovided in the SCC.

Subcontracting

7 .1. Subcontracting of any portion of the Goods, if allowed in the BDS, does notrelieve the Supplier of any liability or obligation under this Contract. TheSupplier will be responsible for the acts, defaults, and negligence of anysubcontractor, its agents, servants or workmen as fully as if these were theSupplier's own acts, defaults, or negligence, or those of its agents, servantsor workmen.

7.2. Subcontractors disclosed and identified during the bidding may be changedduring the implementation of this Contract, subject to compliance with therequired qualifications and the approval of the Procuring Entity.

Procuring Entity's Responsibilities

8.1. Whenever the performance of the obligations in this Contract requires thatthe Supplier obtain permits, approvals, import, and other licenses from localpublic authorities, the Procuring Entity shall, if so needed by the Supplier,make its best effort to assist the Supplier in complying with suchrequirements in a timely and expeditious manner.

8.2. The Procuring Entity shall pay all costs involved in the performance of itsresponsibilities in accordance with GCC Clause 6.

Prices

9.1. For the given scope of work in this Contract as awarded, all bid prices areconsidered fixed prices, and therefore not subject to price escalation duringcontract implementation, except under extraordinary circumstances andupon prior approval of the GPPB in accordance with Section 6l of R.A.9184 and its IRR or except as provided in this Clause.

9.2. Prices charged by the Supplier for Goods delivered and/or servicesperformed under this Contract shall not vary from the prices quoted by theSupplier in its bid, with the exception of any change in price resulting froma Change Order issued in accordance with GCC Clause 29.

Payment

10.1. Payments shall be made only upon a certification by the Head of theProcuring Entity to the effect that the Goods have been rendered ordelivered in accordance with the terms of this Contract and have been dulyinspected and accepted. Except with the prior approval of the President nopayment shall be made for services not yet rendered or for supplies andmaterials not yet delivered under this Contract. Ten percent (10%) of theamount of each payment shall be retained by the Procuring Entity to coverthe Supplier's warranty obligations under this Contract as described in GCCClause 17.

10.2. The Supplier's request(s) for payment shall be made to the Procuring Entityin writing, accompanied by an invoice describing, as appropriate, the Goodsdelivered and/or Services performed, and by documents submitted pursuantto the SCC provision for GCC Clause 6.2, and upon fulfillment of otherobligations stipulated in this Contract.

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10.3. Pursuant to GCC Clause 10.2, payments shall be made promptly by theProcuring Entity, but in no case later than sixty (60) days after submissionof an invoice or claim by the Supplier.

10.4. Unless otherwise provided in the SCC, the currency in which payment ismade to the Supplier under this Contract shall be in Philippine Pesos.

Advance Payment and Terms of Payment

1 1.1. Advance payment shall be made only after prior approval of the President,and shall not exceed fifteen percent (15%) of the Contract amount, unlessotherwise directed by the President or in cases allowed under Annex "D" ofRA 9184.

11.2. For Goods supplied from abroad, the terms of payment shall be as follows:

(c)

On Contract Signature: Ten percent (I0%) of the Contract Priceshall be paid within sixty (60) days from signing of the Contract andupon submission of a claim and a bank guarantee for the equivalentamount valid until the Goods are delivered and in the form providedin Section VIII. Bidding Forms.

On Delivery: Seventy percent (70%) of the Contract Price shall bepaid to the Supplier within sixty (60) days after the date of receiptof the Goods and upon submission of the documents (i) through (vi)specified in the SCC provision on Delivery and Documents.

On Acceptance: The remaining twenty percent (20%) of theContract Price shall be paid to the Supplier within sixty (60) daysafter the date of submission of the acceptance and inspectioncertificate for the respective delivery issued by the ProcuringEntity's authorized representative. In the event that no inspection oracceptance certificate is issued by the Procuring Entity's authorizedrepresentative within forty five (45) days of the date shown on thedelivery receipt the Supplier shall have the right to claim paymentof the remaining twenty percent (20%) subject to the ProcuringEntity's own verification of the reason(s) for the failure to issuedocuments (vii) and (viii) as described in the SCC provision onDelivery and Documents.

11.3. All progress payments shall first be charged against the advance paymentuntil the latter has been fully exhausted.

Taxes and Duties

The Supplier, whether local or foreign, shall be entirely responsible for all thenecessary taxes, stamp duties, license fees, and other such levies imposed for thecompletion of this Contract.

Performance Security

13 . i . Within ten ( I 0) calendar days from receipt of the Notice of Award from theProcuring Entity but in no case later than the signing of the contract by bothparties, the successful Bidder shall furnish the performance securify in anythe forms prescribed in the ITB Clause 33.2.

13.2. The performance security posted in favor of the Procuring Entity shall beforfeited in the event it is established that the winning bidder is in default inany of its obligations under the contract.

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13.3. The performance security shall remain valid until issuance by the ProcuringEntity of the Certificate of Final Acceptance.

13.4. The performance security may be released by the Procuring Entity andreturned to the Supplier after the issuance of the Certificate of FinalAcceptance subject to the following conditions:

(a) There are no pending claims against the Supplier or the suretycompany filed by the Procuring Entity;

(b) The Supplier has no pending claims for labor and materials filedagainst it; and

(c) Other terms specified in the SCC.

13.5. In case of a reduction of the conkact value, the Procuring Entity shall allowa proportional reduction in the original performance security, provided thatany such reduction is more than ten percent (10%) and that the aggregate ofsuch reductions is not more than fifty percent (50%) of the originalperformance security.

Use of Contract Documents and Information

14.1. The Supplier shall not, except for purposes of performing the obligations inthis Contract, without the Procuring Entity's prior written consent, disclosethis Contract, or any provision thereof, or any specification, plan, drawing,pattern, sample, or information furnished by or on behalf of the ProcuringEntity. Any such disclosure shall be made in confidence and shall extendonly as far as may be necessary for purposes of such performance.

14.2. Any document, other than this Contract itself, enumerated in GCC Clause14.1 shall remain the property of the Procuring Entity and shall be returned(all copies) to the Procuring Entity on completion of the Supplier'sperformance under this Contract if so required by the Procuring Entity.

Standards

The Goods provided under this Contract shall conform to the standards mentioned inthe Section VII. Technical Specifications; and, when no applicable standard ismentioned, to the authoritative standards appropriate to the Goods' country oforigin. Such standards shall be the latest issued by the institution concerned.

Inspection and Tests

16.1. The Procuring Entity or its representative shall have the right to inspectandlor to test the Goods to confirm their conformity to the Contractspecifications at no extra cost to the Procuring Entity. The SCC and SectionVII. Technical Specifications shall specif, what inspections and/or teststhe Procuring Entity requires and where they are to be conducted. TheProcuring Entity shall notifu the Supplier in writing, in a timely manner, ofthe identity ofany representatives retained for these purposes.

16.2. If applicable, the inspections and tests may be conducted on the premises ofthe Supplier or its subcontractor(s), at point of delivery, and/or at the goods'final destination. If conducted on the premises of the Supplier or itssubcontractor(s), all reasonable facilities and assistance, including access todrawings and production data, shall be fumished to the inspectors at no

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charge to the Procuring Entity. The Supplier shall provide the ProcuringEntity with results of such inspections and tests.

16.3. The Procuring Entity or its designated representative shall be entitled toattend the tests and/or inspections referred to in this Clause provided that theProcuring Entity shall bear all of its own costs and expenses incurred inconnection with such attendance including, but not limited to, all travelingand board and lodging expenses.

16.4. The Procuring Entity may reject any Goods or any part thereof that fail topass any test and/or inspection or do not conform to the specifications. TheSupplier shall either rectif, or replace such rejected Goods or parts thereofor make alterations necessary to meet the specifications at no cost to theProcuring Entity, and shall repeat the test and/or inspection, at no cost to theProcuring Entity, upon giving a notice pursuant to GCC Clause 5.

16.5. The Supplier agrees that neither the execution of a test and/or inspection ofthe Goods or any part thereof, nor the attendance by the Procuring Entity orits representative, shall release the Supplier from any warranties or otherobligations under this Contract.

Warranty

17 .1. The Supplier warrants that the Goods supplied under the Contract are new,unused, of the most recent or current models, and that they incorporate allrecent improvements in design and materials, except when the technicalspecifications required by the Procuring Entity provides otherwise.

17.2. The Supplier further warrants that all Goods supplied under this Contractshall have no defect, arising from design, materials, or workmanship orfrom any act or omission of the Supplier that may develop under normal use

of the supplied Goods in the conditions prevailing in the country of finaldestination.

17 .3. In order to assure that manufacturing defects shall be corrected by theSupplier, a warranty shall be required from the Supplier for a minimumperiod specified in the SCC. The obligation for the warranty shall becovered by, at the Supplier's option, either retention money in an amountequivalent to at least ten percent (10%) of the final payment, or a specialbank guarantee equivalent to at least ten percent (10%) of the Contract Priceor other such amount if so specified in the SCC. The said amounts shallonly be released after the lapse of the warranty period specified in the SCC;provided, however, that the Supplies delivered are free from patent andlatent defects and all the conditions imposed under this Contract have beenfully met.

17.4. The Procuring Entity shall promptly noti$ the Supplier in writing of anyclaims arising under this warranty. Upon receipt of such notice, theSupplier shall, within the period specified in the SCC and with allreasonable speed, repair or replace the defective Goods or parts thereof,without cost to the Procuring Entity.

17 .5. If the Supplier, having been notified, fails to remedy the defect(s) within theperiod specified in GCC Clause 17.4, the Procuring Entity may proceed totake such remedial action as may be necessary, at the Supplier's risk andexpense and without prejudice to any other rights which the ProcuringEntity may have against the Supplier under the Contract and under theapplicable law.

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Delays in the Supplier's Performance

18.1. Delivery of the Goods and/or performance of Services shall be made by theSupplier in accordance with the time schedule prescribed by the ProcuringEntity in Section VI. Schedule of Requirements.

18.2. If at any time during the performance of this Contract, the Supplier or itsSubcontractor(s) should encounter conditions impeding timely delivery ofthe Goods and/or performance of Services, the Supplier shall promptlynotiSz the Procuring Entity in writing of the fact of the delay, its likelyduration and its cause(s). As soon as practicable after receipt of theSupplier's notice, and upon causes provided for under GCC Clause 22,theProcuring Entity shall evaluate the situation and may extend the Supplier'stime for performance, in which case the extension shall be ratified by theparties by amendment of Contract.

18.3. Except as provided under GCC Clause 22, a delay by the Supplier in theperformance of its obligations shall render the Supplier liable to theimposition of liquidated damages pursuant to GCC Clause 19, unless an

extension of time is agreed upon pursuant to GCC Clause 29 without theapplication of liquidated damages.

Liquidated Damages

Subject to GCC Clauses 18 and 22, if the Supplier fails to satisfactorily deliver anyor all of the Goods andlor to perform the Services within the period(s) specified inthis Contract inclusive of duly granted time extensions if any, the Procuring Entityshall, without prejudice to its other remedies under this Contract and under theapplicable law, deduct from the Contract Price, as liquidated damages, theapplicable rate of one tenth (1/10) of one (1) percent of the cost of the unperformedportion for every day of delay until actual delivery or performance. The maximumdeduction shall be ten percent (10%) of the amount of contract. Once the maximumis reached, the Procuring Entity shall rescind the Contract pursuant to GCC Clause23, without prejudice to other courses of action and remedies open to it.

Settlement of Disputes

20.1. If any dispute or difference of any kind whatsoever shall arise between theProcuring Entity and the Supplier in connection with or arising out of thisContract, the parties shall make every effort to resolve amicably suchdispute or difference by mutual consultation.

20.2. If after thirty (30) days, the parties have failed to resolve their dispute ordifference by such mutual consultation, then either the Procuring Entity orthe Supplier may give notice to the other party of its intention to commencearbitration, as hereinafter provided, as to the matter in dispute, and noarbitration in respect of this matter may be commenced unless such notice isgiven.

20.3. Any dispute or difference in respect of which a notice of intention tocommence arbitration has been given in accordance with this Clause shallbe settled by arbitration. Arbitration may be commenced prior to or afterdelivery of the Goods under this Contract.

20.4. In the case of a dispute between the Procuring Entity and the Supplier, thedispute shall be resolved in accordance with Republic Act 9285 ("R.A.9285"), otherwise known as the "Alternative Dispute Resolution Act of2004."

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20.5. Notwithstanding any reference to arbitration herein, the parties shallcontinue to perform their respective obligations under the Contract unlessthey otherwise agree; and the Procuring Entity shall pay the Supplier anymonies due the Supplier.

Liability of the Supplier

21.1. The Supplier's liability under this Contract shall be as provided by the lawsof the Republic of the Philippines, subject to additional provisions, if any,set forth in the SCC.

21.2. Except in cases of criminal negligence or willful misconduct, and in thecase of infringement of patent rights, if applicable, the aggregate liability ofthe Supplier to the Procuring Entity shall not exceed the total ContractPrice, provided that this limitation shall not apply to the cost of repairing orreplacing defective equipment.

Force Majeure

22.1. The Supplier shall not be liable for forfeiture of its performance security,liquidated damages, or termination for default if and to the extent that theSupplier's delay in performance or other failure to perform its obligationsunder the Contract is the result of aforce majeure.

22.2. For purposes of this Contract the terms 'force majeure" and "fortuitousevent" may be used interchangeably. In this regard, a fortuitous event or

force majeure shall be interpreted to mean an event which the Contractorcould not have foreseen, or which though foreseen, was inevitable. It shallnot include ordinary unfavorable weather conditions; and any other cause

the effects of which could have been avoided with the exercise ofreasonable diligence by the Contractor. Such events may include, but notlimited to, acts of the Procuring Entity in its sovereign capacigr, wars orrevolutions, fires, floods, epidemics, quarantine restrictions, and freightembargoes.

22.3. If aforce majeure situation arises, the Supplier shall promptly notifu theProcuring Entity in writing of such condition and the cause thereof. Unlessotherwise directed by the Procuring Entity in writing, the Supplier shallcontinue to perform its obligations under the Contract as far as is reasonablypractical, and shall seek all reasonable alternative means for performancenot preventedby theforce majeure.

Termination for Default

23.1. The Procuring Entity shall terminate this Contract for default when any ofthe following conditions attends its implementation:

(a) Outside of force majeure, the Supplier fails to deliver or performany or all of the Goods within the period(s) specified in the contract,or within any extension thereof granted by the Procuring Entitypursuant to a request made by the Supplier prior to the delay, andsuch failure amounts to at least ten percent (10%) of the contactprice;

As a result of force majeure, the Supplier is unable to deliver orperform any or all of the Goods, amounting to at least ten percent(10%) of the contract price, for a period of not less than sixty (60)calendar days after receipt of the notice from the Procuring Entity

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stating that the circumstance of force majeure is deemed to haveceased; or

The Supplier fails to perform any other obligation under theContract.

23.2. In the event the Procuring Entity terminates this Contract in whole or inpart, for any of the reasons provided under GCC Clauses 23 to 26, theProcuring Entity may procure, upon such terms and in such manner as itdeems appropriate, Goods or Services similar to those undelivered, and theSupplier shall be liable to the Procuring Entity for any excess costs for suchsimilar Goods or Services. However, the Supplier shall continueperformance of this Contract to the extent not terminated.

23.3. In case the delay in the delivery of the Goods and/or performance of theServices exceeds a time duration equivalent to ten percent (10%) of thespecified contract time plus any time extension duly granted to the Supplier,the Procuring Entity may terminate this Contract, forfeit the Supplier'sperformance security and award the same to a qualified Supplier.

Termination for Insolvency

The Procuring Entity shall terminate this Contract if the Supplier is declaredbankrupt or insolvent as determined with finality by a court of competentjurisdiction. In this event, termination will be without compensation to the Supplier,provided that such termination will not prejudice or affect any right of action orremedy which has accrued or will accrue thereafter to the Procuring Entity andlorthe Supplier.

Termination for Convenience

25.1. The Procuring Entity may terminate this Contract, in whole or in part, at anytime for its convenience. The Head of the Procuring Entity may terminate acontract for the convenience of the Government if he has determined theexistence of conditions that make Project Implementation economically,financially or technically impractical and/or unnecessary, such as, but notlimited to, fortuitous event(s) or changes in law and national governmentpolicies.

25.2. The Goods that have been delivered and/or performed or are ready fordelivery or performance within thirfy (30) calendar days after the Supplier'sreceipt of Notice to Terminate shall be accepted by the Procuring Entity atthe contract terms and prices. For Goods not yet performed and/or ready fordelivery, the Procuring Entrty may elect:

(a) to have any portion delivered and/or performed and paid at thecontract terms and prices; and/or

(b) to cancel the remainder and pay to the Supplier an agreed amountfor partially completed and/or performed goods and for materialsand parts previously procured by the Supplier.

25.3. If the Supplier suffers loss in its initial performance of the terminatedcontract, such as purchase of raw materials for goods speciallymanufactured for the Procuring Entity which cannot be sold in open market,it shall be allowed to recover partially from this Contract, on a quantummeruit basis. Before recovery may be made, the fact of loss must be

(c)

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established under oath by the Supplier to the satisfaction of the ProcuringEntity before recovery may be made.

Termination for Unlawful Acts

26.I. The Procuring Entity may terminate this Contract in case it is determinedprima facie that the Supplier has engaged, before or during theimplementation of this Contract, in unlawful deeds and behaviors relative tocontract acquisition and implementation. Unlawful acts include, but are notlimited to, the following:

(a) Corrupt, fraudulent, and coercive practices as defined in ITB Clause3.1 (a);

(b) Drawing up or using forged documents;

(c) Using adulterated materials, means or methods, or engaging inproduction contrary to rules ofscience or the trade; and

(d) Any other act analogous to the foregoing.

Procedures for Termination of Contracts

27 .1. The following provisions shall govern the procedures for termination of thisContract:

Upon receipt of a written report of acts or causes which mayconstitute ground(s) for termination as aforementioned, or upon itsown initiative, the Implementing Unit shall, within a period ofseven (7) calendar days, verifi' the existence of such ground(s) andcause the execution of a Verified Report, with all relevant evidenceattached;

Upon recommendation by the Implementing Unit, the Head of theProcuring Entity shall terminate this Contract only by a writtennotice to the Supplier conveying the termination of this Contract.The notice shall state:

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(ii) the extent of termination, whether in whole or in part;

(iii) an instruction to the Supplier to show cause as to why thisContract should not be terminated; and

(iv) special instructions of the Procuring Entity, if any.

The Notice to Terminate shall be accompanied by a copy of theVerified Report;

Within a period of seven (7) calendar days from receipt of theNotice of Termination, the Supplier shall submit to the Head of theProcuring Entity a verified position paper stating why this Contractshould not be terminated. If the Supplier fails to show cause afterthe lapse of the seven (7) day period, either by inaction or by

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default, the Head of the Procuring Entity shall issue an orderterminating this Contract;

The Procuring Entity may, at any time before receipt of theSupplier's verified position paper described in item (d) abovewithdraw the Notice to Terminate if it is determined that certainitems or works subject of the notice had been completed, delivered,or performed before the Supplier's receipt of the notice;

Within a non-extendible period of ten (10) calendar days fromreceipt of the verified position paper, the Head of the ProcuringEntity shall decide whether or not to terminate this Contract. Itshall serve a written notice to the Supplier of its decision and,unless otherwise provided, this Contract is deemed terminated fromreceipt of the Supplier of the notice of decision. The terminationshall only be based on the ground(s) stated in the Notice toTerminate;

(g) The Head of the Procuring Entity may create a ContractTermination Review Committee (CTRC) to assist him in thedischarge of this function. All decisions recommended by theCTRC shall be subject to the approval of the Head of the ProcuringEntity; and

(h) The Supplier must serve a written notice to the Procuring Entity ofits intention to terminate the contract at least thirty (30) calendardays before its intended termination. The Contract is deemedterminated if it is not resumed in thirfy (30) calendar days after thereceipt of such notice by the Procuring Entity.

Assignment of Rights

The Supplier shall not assign his rights or obligations under this Contract, in wholeor in part, except with the Procuring Entity's prior written consent.

Contract Amendment

Subject to applicable laws, no variation in or modification of the terms of thisContract shall be made except by written amendment signed by the parties.

Application

These General Conditions shall apply to the extent that they are not superseded byprovisions of other parts of this Contract.

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Special Conditions of Contract

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The Procuring Entity is:

OCCIDENTAL MINDORO STATE COLLEGE

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The Supplier is:

MASANGKAY COMPUTER CENTER

The Funding Source is:

The Government of the Philippines (GOP) through General Fund/Special

Trust Fund in the amount of TWO MILLION FORTY-NINETHOUSAND SEVEN HUNDRED FIFTY PESOS GIIP2.O49.75O.OO)

The Project Site is:

Occidental Mindoro State CollegeSan Jose, Occidental MindoroPhilionines

1.1(k)

The Procuring Entity's address for Notices is:

MA. PAZ FATIMA D. PALMARESBAC Chairperson2lF Administration Building, OMSC Main CampusRizal St., San Jose, Occidental MindoroPhilippinesTelefax No. (043) 491-14-60

The Supplier's address for Notices is:

PETER KO WAI SHINGOwnerAvlanagerMasangkay Computer Centerll43 G.Masangkay 5t.266 Zone24

Delivery and Documents -

For purposes of the Contract, "EX'W'," "FOB," .'FCA," "CIF," "CIP,".'DDP" and other trade terms used to describe the obligations of theparties shall have the meanings assigned to them by the current edition ofINCOTERMS published by the Intemational Chamber of Commerce,Paris. The Delivery terms of this Contract shall be as follows:

The delivery terms applicable to the Contract are delivered to OMSCMain Campus, Rizal St., San Jose, Occidental Mindoro, Philippines. Riskand title will pass from the Supplier to the OMSC upon receipt and finalacceptance of the Goods at their final destination.

Delivery of the Goods shall be made by the Supplier in accordance withthe terms specified in Section VI. Schedule of Requirements.

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For purposes of this Clause the OMSC's Representative at the Project Siteis Ms. Aileene T. Dasos. Supplv Officer.

Insurance -The Goods/Services supplied under this Contract shall befully insured by the Supplier in a freely convertible cuffency against lossor damage incidental to transportation and delivery. The Goods/Servicesremain at the risk and title of the Supplier until their final acceptance bythe OMSC.

Transportation -Where the Supplier is required under Contract todeliver the Goods CIF, CIP or DDP, transport of the Goods to the port ofdestination or such other named place of destination in the Philippines, as

shall be specified in this Conkact, shall be arranged and paid for by theSupplier, and the cost thereof shall be included in the Contract Price.

Where the Supplier is required under this Contract to transport the Goodsto a specified place of destination within the Philippines, defined as theProject Site, transport to such place of destination in the Philippines,including insurance and storage, as shall be specified in this Contract,shall be arranged by the Supplier, and related costs shall be included inthe Contract Price.

The OMSC accepts no liability for the damage of Goods during transitother than those prescribed by INCOTERMS for DDP Deliveries. In thecase of Goods supplied from within the Philippines or supplied bydomestic Suppliers risk and title will not be deemed to have passed to theOMSC until their receipt and final acceptance at the final destination.

Patent Rights -The Supplier shall indemniff the OMSC against all third-party claims of infringement of patent, trademark, or industrial designrights arising from use of the Goods or any part thereof.

For the given scope of work in this Contract as awarded, all bid prices areconsidered fixed prices, and therefore not subject to price escalationduring contract implementation, except under extraordinarycircumstances and upon prior approval of the GPPB in accordance withSection 61 of R.A. 9184 and its IRR-A.

No further instructions.

No further instructions.

No further instructions.

No further instructions.

13.4(c) No further instructions.

The inspections and tests that will be conducted are:

As to the quality and quantity specified in Section VII.Specifications.

Not applicable.

The period for correction of defects in the warranty period One (1)week

The applicable rate is one tenth (1/10) ofone (1) percent ofthe cost oftheunperformed portion for every day of delay.

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The maximum deduction shall be ten percent (10%) of the amount ofcontract. Once the cumulative amount of liquidated damages reaches tenpercent (10%) of the amount of the contract, the OMSC shall rescind thecontract, without prejudice to other courses of action and remedies opento it.

20.4 In the case of a dispute between the OMSC and the Supplier, the disputeshall be resolved in accordance with Republic Act9285 ("R.A. 9285"),otherwise known as the "Alternative Dispute Resolution Act of 2004."

21.1 No additional provision or if ajoint venture, "All partners to the jointventure shall be jointly and severally liable to the OMSC."

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