32
AGREEMENT THIS AGREEMENT made the day of 20_ between DEVELOPMENT BANK OF THE PHILIPPINES, a government financial institution duly created and existing under the provisions of Executive Order No. 81, the 1986 Revised Charter of DBP, as amended by Republic Act No. 8523 dated February 14, 1998, with principal office at.DBP Building, Sen. Gil Puyat Avenue corner Makati Avenue, Makati City, Philippines (hereinafter called "the Entity") of the one part, and CHANNEL TECHNOLOGIES, INC., a cwpor^tion duly organized and existing under and by virtue of Philippine laws, with office address at Suite 218, Atrium of Makati, Makati Avenue, Makati City, (hereinafter called "the Supplier") of the other part; WHEREAS the Entity invited Bids for certain goods and ancillary services, viz.. Hardware and Software Maintenance Support Services for Payshield 9000-E Hardware Security Moduie and has accepted a Bid by the Supplier for the supply of those goods and services in the sum of Pesos: One Miliion Three Hundred Eighty Two Thousand One Hundred Seventy Eight (PhPl,382,178.00), inclusive of all applicable taxes and fees (hereinafter called "the Contract Price"). NOW THIS AGREEMENT WITNESSETH AS FOLLOWS: 1. The Agreement shall be for a period of one (1) year commencing upon issuance of the Notice to Proceed, or on _________________ until _________ , and shall be terminated earlier when either or both parties decide to terminate it in accordance with the provisions on Termination under the General Conditions of Contract, hereinafter set forth. 2. In this Agreement words and expressions shall have the same meanings as are respectively assigned to them in the Conditions of Contract referred to. 3. The following documents shall be deemed to form and be read and construed as part of this Agreenrtlhti/V,^^i \ (a) (b) (c) (d) (e) (f) (g) (h) (i) the Supplier's Bid, including the Technical and Financial Proposals, and all other documents/statements submitted (e.g. bidder's response to clarifications on the bid), including corrections to the bid resulting from the Procuring Entity's bid evaluation; the Schedule of Requirements; the Terms of Reference containing the Technical Specifications, among others; the General Conditions of Contract; the Special Conditions of Contract; the Performance Security; the Entity's Notice of Award; Performance Evaluation of 3rd Party Contracts/Agreements; and Data Privacy Consent Form 3. ; In consideration of the payments to be made by the Entity to the Supplier as hereinafter mentioned, the Supplier hereby covenants with the Entity to provide the goods and services and to remedy defects therein in conformity In all respects with the provisions of the Contract

AGREEMENT - DBP · Passport No. EC5036180 DFA NCR South 08-15-2015 Development Bank of the Philippines Represented by: JOSE MARIE A. BONTO V.. known to me and to me known to be the

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Page 1: AGREEMENT - DBP · Passport No. EC5036180 DFA NCR South 08-15-2015 Development Bank of the Philippines Represented by: JOSE MARIE A. BONTO V.. known to me and to me known to be the

AGREEMENT

THIS AGREEMENT made the day of 20_ betweenDEVELOPMENT BANK OF THE PHILIPPINES, a government financial institution duly created and existing under the provisions of Executive Order No. 81, the 1986 Revised Charter of DBP, as amended by Republic Act No. 8523 dated February 14, 1998, with principal office at.DBP Building, Sen. Gil Puyat Avenue corner Makati Avenue, Makati City, Philippines (hereinafter called "the Entity") of the one part, and CHANNEL TECHNOLOGIES, INC., a cwpor^tion duly organized and existing under and by virtue of Philippine laws, with office address at Suite 218, Atrium of Makati, Makati Avenue, Makati City, (hereinafter called "the Supplier") of the other part;

WHEREAS the Entity invited Bids for certain goods and ancillary services, viz.. Hardware and Software Maintenance Support Services for Payshield 9000-E Hardware Security Moduie and has accepted a Bid by the Supplier for the supply of those goods and services in the sum of Pesos: One Miliion Three Hundred Eighty Two Thousand One Hundred Seventy Eight (PhPl,382,178.00), inclusive of all applicable taxes and fees (hereinafter called "the Contract Price").

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. The Agreement shall be for a period of one (1) year commencing upon issuance of the Notice to Proceed, or on _________________ until _________ , and shall beterminated earlier when either or both parties decide to terminate it in accordance with the provisions on Termination under the General Conditions of Contract, hereinafter set forth.

2. In this Agreement words and expressions shall have the same meanings as are respectively assigned to them in the Conditions of Contract referred to.

3. The following documents shall be deemed to form and be read and construed as part of this Agreenrtlhti/V,^^i \

(a)

(b)(c)

(d)(e)(f)(g)(h)(i)

the Supplier's Bid, including the Technical and Financial Proposals, and all other documents/statements submitted (e.g. bidder's response to clarifications on the bid), including corrections to the bid resulting from the Procuring Entity's bid evaluation; the Schedule of Requirements;the Terms of Reference containing the Technical Specifications, among others;the General Conditions of Contract; the Special Conditions of Contract; the Performance Security; the Entity's Notice of Award;Performance Evaluation of 3rd Party Contracts/Agreements; and Data Privacy Consent Form

3. ; In consideration of the payments to be made by the Entity to the Supplier ashereinafter mentioned, the Supplier hereby covenants with the Entity to provide the goods and services and to remedy defects therein in conformity In all respects with the provisions of the Contract

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4. The Entity hereby covenants to pay the Supplier in consideration of the provision of the goods and services and the remedying of defects therein, the Contract Price or such other sum as may become payabie under the provisions of the contract at the time and in the manner prescribed by the contract.

IN WITNESS whereof the parties hereto have caused this Agreement to be executed in accordance with the iaws of the Repubiic of the Philippines on the day and year first above written.

IN WITNESS^^^^EOF, the Parties hereto have signed this Agreement on theday of OCT 201— In Qt fEZON QT-Tfh

DEVELOPMENT BANK OF THE PHILIPPINESBy:

JOSE marWa. BONTOOfficer-in-Charge, Information CommunicationTechnoiogy Management Group

CHANNEf. TECHNOLOGIES, INC.

By:

WARLITO C(. SANDOVALManagingfDirector

j'v

Signed in the presence o^

Vf.btccq 6- h^es

4ACKNOWLEDGMENT

VP ROVICTUS T. MANAGO

REPUBLIC OF THE PHILIPPINES)CITY )SS.

BEFORE ME, a Notary Public for and in th^Qg'20|^l3j,Vhi,iPPines/ this day of______2 5^^ 2019, personaiiy appeared the following:

Name Government ID Presented

Place and Date Issued

Channel Technologies, Inc.

Represented by:

WARLITO U. SANDOVAL

TIN No. 001-669-726

Passport No. EC5036180 DFA NCR South 08-15-2015

Development Bank of the PhilippinesRepresented by:

JOSE MARIE A. BONTO

V..

known to me and to me known to be the same persons who executed the foregoing ^ document and Identified by me through competent evidence of identity, to be the same persons in the foregoing document who exhibited to me the above IDs., that each party

life-

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acknowledged to me that the execution of this document is the free and voluntary act and deed of the entities represented and that they have the authority to sign in behalf of their respective principals.

The foregoing document is an Agreement which consists of thirty two (32) pages, including herein Annexes and the page where this Acknowledgment is written. This acknowledgment forms an integral part of the said document.

Doc. No. 3^/ ; Page No.Book No.Series of 2019.

■iATTY. i^GEUO J. BOUVAR

NOTAfw PUB^ IN QUEZON CfTY Not. Com. No. ffr-1241-12-19 until 12-3J-2020

IGP O.R. No. 055*55 Jan. 2019 » Ka. 055256 Jan. 2020. PTF. 0 R Mo. 7T/C5 ;5 C t-7-19/f:C:i .V>0S/TWiM29^1^KCii i-;a LfiHt G-1;;4'2GiaPASIGClTY

Adara^: 51 -F Harvard St Cubao, Q.C.

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GENERAL CONDITIONS OF CONTRACT

TABLE OF CONTENTS

1.2.3.

4.

5.

6- 7n. '

8.9.10.

11. 12.13.14.15.16.

17.18.19.20. 21. 22.

23.24.

25.

26.27.28.29.30.

Definitions..................................... 5Corrupt, Fraudulent, Collusive, and Coercive Practices....................................... 6

Inspection and Audit by the Funding Source...............................................................7

l^yt^fjE^piLiy<iGUAGE............................................................................................7

N oTrcES.:i.<..v..iUu......... .............................................................................................................. 7, Score of Contract................................................................... 7; Subcontracting.....................................................................................................................8Procuring Entity's Responsibilities.................. 8

Prices....................................................................................................................................... 8Payment.....................................................................................................................................8

Advance Payment and Terms of Payment........................................................................9

Taxes and Duties................................................................................................................. 1®

Performance Security........................................................................................................l®Use of Contract Documents and Information............................................................ lO

Standards.............................................................................................................................. l®

Inspection and Tests.......................................................................................................... n

Warranty............................................................................................................................... ll

Delays in the Suppuer's Performance.......................................................................... 12

Liquidated Damages............................................................................................................12

Settlement of Disputes......................................................................................................13

Liability of the Suppuer................................ 13

Force Majeure....................................................................... 13

Termination for Default...................................................................................................14

Termination for Insolvency............................................................................................ I4

Termination for Convenience..........................................................................................is

Termination for Unlawful Acts..................................................................................... 15

Procedures for Termination of Contracts................................................................. is

Assignment of Rights........................................................................................................ 17

Contract Amendment.......................................................................................................... 17

Application..................................................................... 17

L

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Definitions

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

(a) "The Contract" means the agreement entered into between the Procuring Entity and the Supplier, as recorded in the Contract Form signed by the parties, including all attachments and appendices thereto and all documents Incorporated by reference therein.

(b) "The Contract Price" means the price payable to the Supplier under the Contract for the full and proper performance of its contractual obligations.

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

(d) "The Services" means those services ancillary to the supply of the Goods, such as transportation and insurance, and any other incidental services, such as installation, commissioning, provision of technical assistance, training, and other such obligations of the Supplier covered under the Contract.

(e) "GCC" means the General Conditions of Contract contained in this Section.

(f) "SCC" means the Special Conditions of Contract.

(g) "The Procuring Entity" means the organization purchasing the Goods, as named in the SCC.

(h) "The Procuring Entity's country" is the Philippines.

(i) "The Supplier" means the individual contractor, manufacturer distributor, or firm supplying/manufacturing the Goods and Services under this Contract and named in the SCC.

(j) The "Funding Source" means the organization named in the SCC.

(k) "The Project Site," where applicable, means the place or places named in the SCC.

(l) "Day" means calendar day.

(m) The "Effective Date" of the contract will be the date of signing the contract, however the Supplier shall commence performance of its obligations only upon receipt of the Notice to Proceed and copy of the approved contract.

(n) "Verified Report" refers to the report submitted by the Implementing Unit to the HoPE setting forth Its findings as to the existence of grounds or causes for termination and explicitly stating its recommendation for the issuance of a Notice to Terminate. J

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2. Corrupt, Fraudulent, Collusive, and Coercive Practices

2.1. Unless otherwise provided in the SCC, the Procuring Entity as well as the bidders, contractors, or suppliers shall observe the highest standard of ethics during the procurement and execution of this Contract. In pursuance of this policy, the Procuring Entity:

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

(i)

(ii)

(ili)

(iv)

"corrupt practice" means behavior on the part of officials in the public or private sectors by which they improperly and unlawfully enrich themselves, others, or induce others to do so, by misusing the position in which they are placed, and it includes the offering, giving, receiving, or soliciting of anything of value to influence the action of any such official in the procurement process or in contract execution; entering, on behalf of the Government, into any contract or transaction manifestly and grossly disadvantageous to the same, whether or not the public officer profited or will profit thereby, and similar acts as provided in Republic Act 3019.

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

"collusive practices" means a scheme or arrangement between two or more Bidders, with or without the knowledge of the Procuring Entity, designed to establish bid prices at artificial, non-competitive levels.

"coercive practices" means harming or threatening to harm, _directly or indirectly, persons, or their property to influence their participation in a procurement process, or affect the execution of a contract;

(v) "obstructive practice" is

(aa) deliberately destroying, falsifying, altering or concealing of evidence material to an administrative proceedings or investigation or making false statements to investigators in order to materially impede an administrative proceedings or investigation of the Procuring Entity or any foreign government/foreign or international financing institution into allegations of a corrupt, fraudulent, coercive or collusive practice; and/or threatening, harassing or intimidating any party to prevent it from disclosing Its knowledge of matters relevant to the administrative proceedings or investigation or from pursuing such proceedings or investigation; or

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(b)

(bb) acts intended to materially impede the exercise of the inspection and audit rights of the Procuring Entity or any foreign government/foreign or International financing institution herein.

will reject a proposal for award if it determines that the Bidder recommended for award has engaged in any of the practices mentioned 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 criminal penalties available under the applicable law on individuals and organizations 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 accountsand records relating to the performance of the Supplier and to have them auditedby auditors appointed by the Funding Source, If so required by the FundingSource.

Governing Law and Language

4.1. This Contract shall be interpreted In accordance with the laws of the Republic of the Philippines.

4.2. This Contract has been executed in the English language, which shall be the binding and controlling language for all matters relating to the meaning or Interpretation of this Contract. All correspondence and other documents pertaining to this Contract exchanged by the parties shall be written in English.

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, or consent shall be deemed to have been given or made when received by the concerned party, either in person or through an authorized representative of the Party to whom the communication is addressed, or when sent by registered mail, telex, telegram, or facsimile to such Party at the address specified in the SCC. which shall be effective when delivered and duly received or on the notice's effective date, whichever is later.

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

Scope of Contract

6.1. The Goods and Related Services to be provided shall be as specified in Section VI. Schedule of Requirements.

6.2. This Contract shall include all such items, although not specifically mentioned, that can be reasonably inferred as being required for its completion as if such items were expressly mentioned herein. Any

8

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additional requirements for the completion of this Contract shall be provided in the SCC.

7. Subcontracting

7.1. Subcontracting of any portion of the Goods, if allowed in the BDS, does not relieve the Supplier of any liability or obligation under this Contract. The Supplier will be responsible for the acts, defaults, and negligence of any subcontractor, its agents, servants or workmen as fully as if these were the Supplier's own acts, defaults, or negligence, or those of its agents, servants or workmen.

7.2. If subcontracting is allowed, the Supplier may identify its subcontractor during contract implementation. Subcontractors disclosed and identified during the bidding may be changed during the Implementation of this Contract. In either case, subcontractors must submit the documentary requirements under ITB Clause 12 and comply with the eligibility criteria specified in the BDS. In the event that any subcontractor is found by the Procuring Entity to be ineligible, the subcontracting of such portion of the Goods shall be disallowed.

8. Procuring Entity's Responsibilities

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

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

Prices

9.1. For the given scope of work in this Contract as awarded, all bid prices are considered fixed prices, and therefore not subject to price escalation during contract implementation, except under extraordinary circumstances and upon prior approval of the GPPB in accordance with Section 61 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 services performed under this Contract shall not vary from the prices quoted by the Supplier in its bid, with the exception of any change in price resulting from a Change Order issued In accordance with GCC Clause 0.

10. Payment

10.1. Payments shall be made only upon a certification by the HoPE to the effect that the Goods have been rendered or delivered in accordance with the terms of this Contract and have been duly inspected and accepted. Except with the prior approval of the President no payment shall be made for services not yet rendered or for supplies and materials not yet delivered under this Contract. At least one percent (1%) but shall not exceed five percent (5%) of the amount of each payment shall be retained by the Procuring Entity to cover the Supplier's warranty obligations under this Contract as described in GCC Clause 17.

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

10.3. Pursuant to GCC Clause 10.2, payments shall be made promptly by the Procuring Entity, but in no case later than sixty (60) days after submission of an invoice or ciaim by the Supplier. Payments shaii be in accordance with the schedule stated in the SCC.

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

10.5. Unless otherwise provided in the SCC. payments using Letter of Credit (LC), in accordance with the Guidelines issued by the GPPB, is allowed. For this purpose, the amount of provisional sum is indicated in the SCC. All charges for the opening of the LC and/or incidental expenses thereto shall be for the account of the Supplier.

11. Advance Payment and Terms of Payment

11.1. Advance payment shall be made only after prior approval of the President, and shall not exceed fifteen percent (15%) of the Contract amount, unless otherwise directed by the President or In cases allowed under Annex "D" of RA 9184.

11.2. All progress payments shall first be charged against the advance payment until the latter has been fully exhausted.

11.3. For Goods supplied from abroad, unless otherwise Indicated In the SCC. the terms of payment shall be as follows:

(a) On Contract Signature: Fifteen Percent (15%) of the Contract Price shall be paid within sixty (60) days from signing of the Contract and upon submission of a claim and a bank guarantee for the equivalent-amount valid until-the Goods-are-delivered and in the form provided in Section VIII. Bidding Forms.

(b) On Delivery: Sixty-five percent (65%) of the Contract Price shall be paid to the Supplier within sixty (60) days after the date of receipt of the Goods and upon submission of the documents (i) through (vi) specified in the SCC provision on Delivery and Documents.

(c) On Acceptance: The remaining twenty percent (20%) of the Contract Price shall be paid to the Supplier within sixty (60) days after the date of submission of the acceptance and inspection certificate for the respective delivery issued by the Procuring Entity's authorized representative. In the event that no inspection or acceptance certificate Is issued by the Procuring Entity's authorized representative within forty five (45) days of the date shown on the delivery receipt, the Supplier shall have the right to claim payment of the remaining twenty percent (20%) subject to the Procuring Entity's own verification of the reason(s) for the failure to issue documents (vii) and (viii) as described in the SCC provision on Delivery and Documents.

li/

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12. Taxes and Duties

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

13. Performance Security

13.1. Within ten (10) calendar days from receipt of the Notice of Award from the Procuring Entity but in no case later than the signing of the contract by both parties, the successful Bidder shall furnish the performance security in any the forms prescribed in the ITB.

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

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

13.4. The performance security may be released by the Procuring Entity and returned to the Supplier after the issuance of the Certificate of Final Acceptance subject to the following conditions:

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

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

(c) Other terms specified in the SCC.

13.5. In case of a reduction of the contract value, the Procuring Entity shall allow a proportional reduction in the original performance security, provided that any such reduction Is more than ten percent (10%) and that

___ ___ the aggregate of such reducdons is not more than fifty percent (50%) ofthe original performance security.

14. Use of Contract Documents and Information

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

14.2. Any document, other than this Contract itself, enumerated in GCC Clause 14.1 shall remain the property of the Procuring Entity and shall be returned (all copies) to the Procuring Entity on completion of the Supplier's performance under this Contract if so required by the Procuring Entity.

15. Standards

The Goods provided under this Contract shall conform to the standards mentioned in the Section VII. Technical Specifications; and, when no applicable standard is

10

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mentioned, to the authoritative standards appropriate to the Goods' country oforigin. Such standards shall be the latest Issued by the institution concerned.

16. Inspection and Tests

16.1. The Procuring Entity or its representative shall have the right to inspect and/or to test the Goods to confirm their conformity to the Contract specifications at no extra cost to the Procuring Entity. The SCC and Section VII. Technical Specifications shall specify what Inspections and/or tests the Procuring Entity requires and where they are to be conducted. The Procuring Entity shall notify the Supplier In writing, in a timely manner, of the Identity of any representatives retained for these purposes.

16.2. If applicable, the inspections and tests may be conducted on the premises of the 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 its subcontractor(s), all reasonable facilities and assistance, including access to drawings and production data, shall be furnished to the inspectors at no charge to the Procuring Entity. The Supplier shall provide the Procuring Entity with results of such inspections and tests.

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

16.4. The Procuring Entity may reject any Goods or any part thereof that fail to pass any test and/or inspection or do not conform to the specifications. The Supplier shall either rectify or replace such rejected Goods or parts thereof or make alterations necessary to meet the specifications at no cost to the Procuring Entity, and shall repeat the test and/or inspection, at no cost to the Procuring 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- - of-the Goods or any part thereof, -nor the attendance by the Procuring

Entity or its representative, shall release the Supplier from any warranties or other obligations under this Contract.

17. 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 all recent improvements in design and materials, except when the technical specifications required by the Procuring Entity provides otherwise.

17.2. The Supplier further warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from 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 final destination.

17.3. In order to assure that manufacturing defects shall be corrected by the Supplier, a warranty shall be required from the Supplier for a minimum period specified in the SCC. The obligation for the warranty shall be

11 A

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covered by, at the Supplier's option, either retention money in an amount equivalent to at least one percent (1%) but shall not exceed five percent (5%) of every progress payment, or a special bank guarantee equivalent to at least one percent (1%) but shall not exceed five percent (5%) of the total Contract Price or other such amount If so specified In the SCC. The said amounts shall only be released after the lapse of the warranty period specified in the SCC: provided, however, that the Supplies delivered are free from patent and latent defects and all the conditions imposed under this Contract have been fully met.

17.4. The Procuring Entity shall promptly notify the Supplier in writing of any claims arising under this warranty. Upon receipt of such notice, the Supplier shall, within the period specified in the SCC and with all reasonable 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 the period specified in GCC Clause 17.4, the Procuring Entity may proceed to take such remedial action as may be necessary, at the Supplier's risk and expense and without prejudice to any other rights which the Procuring Entity may have against the Supplier under the Contract and under the applicable law.

18. Delays in the Supplier's Performance

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

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

18.3. Except as provided under GCC Clause 22, a delay by the Supplier in the performance of Its obligations shall render the Supplier liable to the imposition of liquidated damages pursuant to GCC Clause 19, unless an extension of time is agreed upon pursuant to GCC Clause 0 without the application of liquidated damages.

19. Liquidated Damages

Subject to GCC Clauses 18 and 22, if the Supplier fails to satisfactorily deliver any or all of the Goods and/or to perform the Services within the period(s) specified in this Contract inclusive of duly granted time extensions if any, the Procuring Entity shall, without prejudice to Its other remedies under this Contract and under the applicable law, deduct from the Contract Price, as liquidated damages, the applicable rate of one tenth (1/10) of one (1) percent of the cost of the unperformed portion for every day of delay until actual delivery or performance. Once the amount of liquidated damages reaches ten percent (10%), the Procuring Entity may rescind or terminate the Contract pursuant to GCC Clause 23, without prejudice to other courses of action and remedies open to it.

I

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i:.T

20. Settlement of Disputes

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

20.2. If after thirty (30) days, the parties have failed to resolve their dispute or difference by such mutual consultation, then either the Procuring Entity or the Supplier may give notice to the other party of its intention to commence arbitration, as hereinafter provided, as to the matter in dispute, and no arbitration in respect of this matter may be commenced unless such notice is given.

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

20.4. In the case of a dispute between the Procuring Entity and the Supplier, the dispute shall be resolved in accordance with Republic Act 9285 (nR.A. 9285"), otherwise known as the "Alternative Dispute Resolution Act of 2004."

20.5. Notwithstanding any reference to arbitration herein, the parties shall continue to perform their respective obligations under the Contract unless they otherwise agree; and the Procuring Entity shall pay the Supplier any monies due the Supplier.

21. Liability of the Supplier

21.1. The Supplier's liability under this Contract shall be as provided by the laws of 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 of the Supplier to the Procuring Entity shall not exceed the total Contract Price, provided that this limitation shall not apply to the cost of repairing or replacing defective equipment.

22. 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 the Supplier's delay in performance or other failure to perform its obligations under the Contract is the result of a force majeure.

22.2. For purposes of this Contract the terms 'l'force majeure" and "fortuitous event" may be used interchangeably. In this regard, a fortuitous event or force majeure shall be interpreted to mean an event which the Supplier could not have foreseen, or which though foreseen, was Inevitable. It shall not include ordinary unfavorable weather conditions; and any other cause the effects of which could have been avoided with the exercise of reasonable diligence by the Supplier. Such events may include, but not limited to, acts of the Procuring Entity in Its sovereign capacity, wars or

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revolutions, fires, floods, epidemics, quarantine restrictions, and freight embargoes.

22.3. If a force majeure situation arises, the Supplier shall promptly notify the Procuring Entity in writing of such condition and the cause thereof. Uniess otherwise directed by the Procuring Entity in writing, the Supplier shali continue to perform its obligations under the Contract as far as Is reasonably practical, and shall seek all reasonable alternative means for performance not prevented by the force majeure.

23. Termination for Default

23.1. The Procuring Entity may rescind or terminate this Contract for default, without prejudice to other courses of action and remedies available under the circumstances, when outside of force majeure, the Supplier falls to deliver or perform any or all of the Goods within the period(s) specified in the contract, or within any extension thereof granted by the Procuring Entity pursuant to a request made by the Supplier prior to the delay, and such failure amounts to at least ten percent (10%) of the contact price;

23.2. The Procuring Entity may terminate this Contract when, as a result of force majeure, the Supplier Is unable to deliver or perform 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 stating that the circumstance of force majeure is deemed to have ceased;

23.3. The Procuring Entity shall terminate this Contract when the Supplier fails to perform any other obligation under this Contract.

23.4. In the event the Procuring Entity terminates this Contract in whole or in part, for any of the reasons provided under GCC Clauses 23 to 23.5, the Procuring Entity may procure, upon such terms and in such manner as it deems appropriate, Goods or Services similar to those undelivered, and the Supplier shall be liable to the Procuring .Entity for any excess costs for such similar Goods or Services. However, the Supplier shall continue performance of this Contract to the extent not terminatedL

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

23.3 Termination for Insolvency

The Procuring Entity shall terminate this Contract If the Supplier Is declared bankrupt or insolvent as determined with finality by a court of competent jurisdiction. In this event, termination will be without compensation to the Supplier, provided that such termination will not prejudice or affect any right of action or remedy which has accrued or will accrue thereafter to the Procuring Entity and/or the Supplier.

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23.4 Termination for Convenience

23.4.1 The Procuring Entity may terminate this Contract, in whole or In part, at any time for its convenience. The HoPE may terminate a contract for the convenience of the Government if he has determined the existence of conditions that make Project Implementation economically, financially or technically impractical and/or unnecessary, such as, but not limited to, fortuitous event(s) or changes in law and national government policies.

23.4.2 The Goods that have been delivered and/or performed or are ready for delivery or performance within thirty (30) calendar days after the Supplier's receipt of Notice to Terminate shall be accepted by the Procuring Entity at the contract terms and prices. For Goods not yet performed and/or ready for delivery, the Procuring Entity may elect:

23.4.2.1 to have any portion delivered and/or performed and paid at the contract terms and prices; and/or

23.4.2.2 to cancel the remainder and pay to the Supplier an agreed amount for partially completed and/or performed goods and for materials and parts previously procured by the Supplier.

23.4.3 If the Supplier suffers loss in its initial performance of the terminated contract, such as purchase of raw materials for goods specially manufactured for the Procuring Entity which cannot be sold in open market. It shall be allowed to recover partially from this Contract, on a quantum meruit basis. Before recovery may be made, the fact of loss must be established under oath by the Supplier to the satisfaction of the Procuring Entity before recovery may be made.

23.5 Termination for Unlawful Acts

23.5.1 The Procuring Entity may terminate this Contract In case It Is determined prima facie that the Supplier has engaged, before or during the implementation of this Contract, in unlawful deeds and behaviors relative to contract acquisition and implementation. Unlawful acts include, but are not limited to, the following:

23.5.1.1 Corrupt, fraudulent, and coercive practices as defined inITB;

23.5.1.2 Drawing up or using forged documents;

23.5.1.3 Using adulterated materials, means or methods, or engaging in production contrary to rules of science or the trade; and

23.5.1.4 Any other act analogous to the foregoing.

23.6 Procedures for Termination of Contracts

23.6.1 The following provisions shall govern the procedures for termination of this Contract:

23.6.1.1 Upon receipt of a written report of acts or causes which may constitute ground(s) for termination as

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23.6.1.2

aforementioned, or upon its own initiative, the Implementing Unit shall, within a period of seven (7) calendar days, verify the existence of such ground(s) and cause the execution of a Verified Report, with all relevant evidence attached;

Upon recommendation by the Implementing Unit, the Hope shall terminate this Contract only by a written notice to the Supplier conveying the termination of this Contract. The notice shall state:

23.6.1.2.1 that this Contract is being terminated for any of the ground(s) afore-mentioned, and a statement of the acts that constitute the ground(s) constituting the same;

23.6.1.2.2 the extent of termination, whether in whole or in part;

23.6.1.2.3 an Instruction to the Supplier to show cause as to why this Contract should not be terminated; and

23.6.1.2.4 special instructions of the Procuring Entity, if any.

23.6.1.3 The Notice to Terminate shall be accompanied by a copy of the Verified Report;

23.6.1.4 Within a period of seven (7) calendar days from receipt of the Notice of Termination, the Supplier shall submit to the Hope a verified position paper stating why this Contract should not be terminated. If the Supplier fails to show cause after the lapse of the seven (7) day period, either by inaction or by default, the HoPE shall issue an order terminating this Contract;

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

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

23.6.1.7 The HoPE may create a Contract Termination Review Committee (CTRC) to assist him in the discharge of this function. All decisions recommended by the CTRC shall be subject to the approval of the HoPE; and

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23.6.1.8 The Supplier must serve a written notice to the Procuring Entity of its intention to terminate the contract at least thirty (30) calendar days before its intended termination. The Contract is deemed terminated if it is not resumed in thirty (30) calendar days after the receipt of such notice by the Procuring Entity.

23.7 Assignment of Rights

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

23.8 Contract Amendment

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

23.9 Application

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

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SPECIAL CONDITIONS OF CONTRACT

GCCClause1.1(g) The Procuring Entity is DEVELOPMENT BANK OF THE PHILIPPINES.

i.i(i) The Supplier is CHANNEL TECHNOLOGIES, INC.

i.i(j) The Funding Source is

the Government of the Philippines (GOP) through the Corporate Budget for the contract approved by the governing Board in the total aggregate amount of Pesos: One Million Three Hundred Eighty Two Thousand One Hundred Seventy Eight (PhPl,382,178.00), inclusive of all applicable taxes and fees.

i.i(k) The Project Site is DBP Building, Gil Puyat Avenue corner Makati Avenue, Makati City.

2.1 No further instructions.

3. Right to Audit And Corrective Action Clauses

The Supplier agrees that It shall give Procuring Entity, the Bangko Sentral ng Pilipinas (BSP), and other regulatory agencies the right to audit/examine the/access to the (i) necessary information regarding the Services in order for Procuring Entity, BSP, or such other regulatory agencies to fulfill their respective responsibilities; (ii) the operations of the Supplier in order to review the same in relation to the Services; and, (ill) necessary financial information of the Supplier.

The Supplier agrees that Procuring Entity shall have the right to conduct Supplier's performance assessment with respect to its Services based on established metrics, which shall be provided to the Supplier upon signing ofthis Contract.

The Supplier warrants that it shall be required to immediately take the necessary corrective measures to satisfy the findings and recommendations of the BSP examiners and those of the internal and/or external auditors of Procuring Entity.

5.1 The Procuring Entity's address for Notices is:DBP Building, Gil Puyat corner Makati Avenue, Makati City;Contact Person:Fax/Telephone No.:

The Supplier's address for Notices is:Suite 218 Atrium of Makati City,Makati Avenue, Makati CityContact Person:Fax/Telephone No.:

6.2 Patent Rights -

The Supplier shall indemnify the Procuring Entity against all third-partv

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r.

claims of infringement of patent, trademark, or industrial design arising from use of the Goods or any part thereof.

Transition Assistance

rights

In the event of termination for any cause, the Supplier hereby agrees and guarantees that should Procuring Entity decide to transfer the Services to another provider or other arrangements, it shall provide the Procuring Entity the necessary level of assistance during the transition.

In case of merger, consolidation and/or change in name of the Supplier, the Supplier shall likewise provide Procuring Entity the necessary level of assistance to ensure a smooth transition. For the avoidance of doubt, the surviving or consolidated corporation shall assume ail liabilities and obligations under the terms of this Contract, provided that the Supplier and/or the surviving or consolidated corporation submits proof of such merger or consolidation acceptable to Procuring Entity.

Business Continuity Pian

The Supplier warrants that It has existing Business Continuity Plan which includes continuity service and disaster recovery plans that minimize the probability and impact of interruptions to Procuring Entity and an exit plan to be implemented upon termination of this Contract that provides, among others, for transition assistance should the Supplier convert to other service providers or other arrangements.

Acknowledgment of Transparency of Transaction

The Supplier acknowledges that under existing Procuring Entity's policy, no gift, fee, commission or benefit in favor of any of Procuring Entity's officers and/or employees and/or any other persons is required as a condition to, or as an additional consideration for, the award of the Contract to the Supplier. The Supplier further acknowledges that under Procuring Entity's Code of Ethics, Procuring Entity's personnel have the duty to report to superior officers any possible violation of the policy.

The Supplier is aware that Procuring Entity is a government-owned corporation and that the receipt by any of Procuring Entity's officers and/or employees and/or other persons, as well as the giving by the Supplier unless opportunely disclosed pursuant to the provisions of (Presidential Decree No. 749) of such gift, fee or commission, are crimes punishable under the provisions of the Anti-Graft and Corrupt Practices Act (R.A. No. 3019), Title VII of the Revised Penal Code on Crimes Committed by Public Officers, the Code of Conduct and Ethical Standards for Public Officers and Employees (R.A. No. 6713), the Plunder Law (R.A. No. 7080), as well as under other applicable laws and governing presidential decrees.

The Supplier further acknowledges Procuring Entity's policy to refer any such violation to the proper government agency for criminal prosecution.

Source Code Escrow

In order to ensure that Procuring Entity obtains access to the Source Code of the Software should the Supplier cease to do business or fail to maintain and update the Software in accordance with Its obligations under this Contract, the Parties agree to enter into a Source Code escrow agreement c4-

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("Escrow Agreement") with an Independent third party escrow agent whose principal business is providing Inteliectual property escrow services ("Escrow Agent"), to be mutuaily seiected by the Parties within ____________ (____) calendar days after_________________.

Disaster Recovery

In the event of a Disaster, Procuring Entity shall have authority to avail of the Services at its Disaster Recovery site. If the circumstances warrant, Procuring Entity shall provide an Initial oral notification on the request for the performance of the Services at the Procuring Entity's Disaster Recovery site, but such oral notice must be followed by a written Disaster Notification within twenty four (24) hours after Initial notification, provided that, the twenty four (24) hours written notice period may be extended depending on the circumstances. The availment of Services at the Disaster Recovery site shall also be allowed in case of a Disaster Recovery Testing.

Confidentiality

Each Party, and its respective stockholders, officers, directors, employees, representatives, and/or transferees (collectively referred to In this Clause as the "Recipient") shall have the obligation not to divulge in any manner, directly or otherwise, confidential information that said Recipient may receive, be privy to, learn of, and/or obtain from the other party, and/or the other Party's stockholders, directors, officers, employees, representatives, transferees, and/or other disclosing parties associated or doing business with the other party (collectively referred to in this clause as the "Disclosing Party"). The Recipient shall exercise the highest degree of care in safeguarding and ensuring the confidentiality and non-disclosure of all Confidential Information, and said Recipient shall not make and/or retain any copy of confidential documents and communications, or In any way use the same, without the written consent of the Disclosing Party. As used herein, the term "Confidential Information" refers to information, in any form, which the Disclosing Party considers secret, private, privileged, classified, or proprietary, including but not limited to written, oral, visual, audio information, or those produced by electronic media or through any other means. Confidential Information includes the Disclosing Party's finances, business, clients, and operations, trade secrets, confidential discussions and documents prepared by the Disclosing Party, and the terms of this Contract.

Notwithstanding anything to the contrary In this Contract, a Party shall not be obligated to erase Confidential Information that is contained in an archived computer system backup made in accordance with such Party's security and/or disaster recovery procedures provided that such archived copy will (i) eventually be erased or destroyed in the ordinary course of such Party's data processing procedures; and (ii) such copy shall remain fully subject to the obligations of confidentiality stated herein, until the earlier of the erasure or destruction of such copy.

This obligation shall survive the expiration or termination of this Contract.

This confidentiality obligation does not apply to information where a Party can prove that:

1. It was legitimately received or is being legitimately received from a third party with no restrictions on disclosure;________________________

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10.2

13.

2. It was already generally known upon completion of the Contract or subsequent thereto, without infringement of the obligations contained in this Contract;

3. It forms part of information which is independently acquired or developed by a party on its own without violating the provisions of this Contract;

4. Either Party is required by law, court order or other governmental action to disclose all or any part of the confidential information provided, however, that when either Party reasonably anticipates or has reasonable cause to anticipate that such Party may be so required, the concerned Party must notify the other Party within twenty four (24) hours of such actual or anticipated requirement and must use its best endeavors, as may be consistent with the concerned Party's legal obligations, to delay and withhold such disclosure until the other Party has had an opportunity to oppose such disclosure by lawful means.

Procuring Entity shall pay the Contract Price to the Supplier via credit to itsdeposit account with Procuring Entity within fifteen (15) calendar days from its receipt of the Supplier's official receipt and the issuance by Procuring Entity of the Certificate of Acceptance, as well as the Supplier's submission of the documentary requirements enumerated under Section 5 of the Terms of Reference hereof, subject to the usual government audit/accounting/procurement policies, provided the Supplier has generated a positive performance assessment to be conducted by Procuring Entity in accordance with established metrics provided by the Procuring Entity.

The Expanded Withholding Tax (EWT) due to the government shall be withheld by the Procuring Entity from any payment made to the Supplier. The EWT deducted by the Procuring Entity shall be at the rate prescribed by the Bureau of Internal Revenue (BIR), and shall be remitted directly to the BIR. It shall be indicated in the creditable withholding tax return to be filed with the BIR that the tax being withheld is to be credited to the Supplier. The Certificate of Creditable Tax Withheld at Source shall be submitted by the Procuring Entity to the Supplier within fifteen (15) calendar days from receipt of payment by the Supplier.

To guarantee the faithful performance of the Supplier of its obligations under the Contract, the Supplier shall post, in favor of the Procuring Entity, the required amount of the Performance Security in accordance with the following schedule:

Form of Security

Cash, cashier's check, manager's check, issued by a Universal or Commercial Bank, or Bank draft/guarantee or irrevocable letter of credit issued by a Universal or Commercial Bank; provided, however, that it shall be confirmed or authenticated by a Universal or Commercial Bank, if issued by a foreign

Minimum % of Total MinimumContract Price Amount

Five percent (5%) Php 69,108.90

>0sL

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Thirty percent (30%) PhP 414,653.40

bank

Surety bond callable upon demand issued by a surety or Insurance company together with certificate issued by Insurance Commission certifying the surety or insurance company is authorized to issue such surety bond

The Performance Security shall be effective and in full force and effect for a period of one (1) year from date of signing of the Contract, which shall be extended every year until the expiration of the term of this Contract. In the event of any extension of the term of this Contract, the Performance Security shall be renewed accordingly.

Should the Supplier, based on any of the conditions stipulated for Termination, default on its obligations under this Contract or terminate this Contract, (except if the cause of termination is default or breach by the Procuring Entity), the Performance Security shall be forfeited in favor of the Procuring Entity without any need of judicial action. Furthermore, any changes in this Contract shall not require the prior approval of the surety and shall in no way annul, release or limit the liability of the Supplier.

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Terms of Reference

-—I

HARDWARE AND SOFTWARE

MAINTENANCE SUPPORT SERVICES FOR

PAYSHIELD9000-E HARDWARE SECURITYMODUUE (HSM)

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TERMS Of RfFERENCE

PROJECT: HARDWARE AND SOFTWARE MA(N7f fVANCE SUJ3PORT SERVICES FOR PAVSHIKOQOOOT HARDWARE SfCURITV MODULF (HSM)

I. BACKGROUND

The E-Jtfidwtirp S^^curltv Module OI*>M a physiral device that provides extra spcunsy for sensitive data. This type of device is used to provide cryptographic Iveys for certain functions such as Enfrypt'On, DecTyptinn and Autlienlkation for the ust- of applications, ideolitifs a(ud databases It is ruriontlv beinc used by the Rank togmerate PIN MaiIers, card verifiratiort for our VISA and EMV cards ar>d is used for PiN validatior^ for on-us and issuer transactions of our debit cards

II. COVERAGE

The project shall cover ONE U) year Hardware and Soft^varo Maintenance and Support Services for two (?) units of paySbield^DOO E HSM.

III. HARDWARE SPECIFICATIONS

No. Model___________ Serial No. : Location Environment1 : pavShlfldSOOO-E ISOtps A466S2/M36B i DR Site Disaster

! Recovery (DR)2 payShield9000-F 150 tps A466S316GB5W Head Olfice Production

ill. VENDOR REQUIREMENTS

• The vendor should be an authorised reseller and inaimenance provider of THALES forThates payShiold product line.

• Thu vendor sttouiri have a rompleted contract for the maintenance of THALES HSM. value of any of completed mamicnonce contract mu.st at be equivafent tq at least fifty peicortt (SO‘ii>| of the ABC of the projeu.

tv. HSM maintenance AND SUPPORT SERVICES COVERAGE

• ^4 X ■/ Help Dfik and Dispatch Support Response t«mc of 2 hours within Metro Manila

• Annual preventive checkup, remedial maintenance activities

• Replnremcm Unit Availability(A unit is provided In cases where the HSM unit is beyond repair Faulty hardware will be available within 48 hours from the time the problem K determined }

l^4"

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Terms of ReferenceHardware and Software Maintenance Support Services for payShleld 9000-E HSM February 27, 2019

* Onsite assistance(SisS On-Stte Support AvaiiabiJitv. SAM-5PM1

• HSM Softv.'are Upgrade to latest Version{from UBP's ewistin]^ version 2.3 to CTI's cut rent version of 3.3)

V. APPROVED BUDcrr

The Approved Budget for the Contract (ABC) K ^l,4CK)/000.

VL EFFECTIVITV PERIOD

The effectivity period will commence upon issuance of Notice to Proceed {NTP).

Vfl.PAYMENT

Annual payment will be processed upon issuance of the Certificate of Completlort.

VIII. PERFORMANCE SECURITY

The vendor is required to submit a performance security In any of the foliowmg forms and percentages:

Form of Performance Security

Minimum%of

ContractPrice per *

year i8 Universal or 1

Commercial Bank __________ _______ __ ___ _Bank draft/guarantee or irrevocable letter of credit issued by a Universal or Commercial Bank, provided, however, that It shall bu confirmed or airthenticated by a Universal or | Commercial Bank, If Issued by a foreign Bank Surety Bond callable upon demand issued by a surety or insurance company together with certificate Issued by Insurance Commission certifying the surety or Insurance company is Buthoriicd to issue such surety bond ;

Fivepercent

irj%)

Thirtypercent(30%|

Approved by;

tUfS^RO^KIGUE^f

Vice President/

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PERFORMANCE SECURITY

Libert)' Jnsurancc C "porationX SlWilAxt liv lkl>Kiiu cn C M- Uyst- Vdixf. CX<Tti >*x 11V IV'I t--w. •J-B fvA 111*'-.’1- IW-MI"Wcfcm warn hfe<mTmrawc earn

G(16) 17201 Lie Bond \v . . SfuaRl

SURETY BONDKNOV. all men by these PRESENTS,

CHANNEL TECHNOLOGIES,INC.■nisi Vie. u Pneeig^ fsit Cv UBr.KTY

lieir*. exeeiunrv, sdminirarfcil.'SiySore, *nd saipa jwrttysod sevmJIy. firmfy by *e*e prwow The condaioni of this oMigAioo ire SS folloHi:

W HEREAS, thii bond b btaed lo Gua'antce the retpsymerit o' the advance payfT*ht./ down payment itisdcbythc OWieee tc the hci'eii’i ptincipal tc-be usede*c*iisWelvh*rtbeM*'trtefitcc5orpoft5erriaei foi P*rth*e!d 90CC-E HsnJirtife Secwity Module (HSM) ♦or the Oevelopmen: RmH cl the PhtNppinfi SrdNccotiitedPrpcurcmeni: Reference bo N-C-2Di5.02

Cepits of «4iich 11 hereto aaached md m»* an liBfpal pa^L-reor by r^«^tx«.T b nr civ Ccrapanv iewitiatt.'!^*ed*hs!ljinnn***MilA(#^i' nmnum off

SIX HuN^cD RFfnt«£F f-sd'A ITdO. PESOSO

_>uii Obligee rtqij or

N( », drCSiuldIceil. hJ tt^menu force and e

T1 h^le> . cF AbAiUBEl

isf-unde^ood thatjhe MsbiKty ofiJ rHQU5«.D

loihcal v;staledflmfo<ccvR«Mfull>'

tnil> pofertn end fulfill wy iindcftakingi, ewenanu. temk. obli«b>on shall be mill uni void; cthemiic. il ^1 ?V f“ p (Pr it pil

;id C fL'jfl;

JjINSinUNCI. CORPORATION tmder thU Bond #»|}| take effect «h

'Junes *‘5 ■/■Juillfeiitcon June 3, i'02O.Furthennorc.hishertbyapeedwiduiufcrrtoodtfiasUBF.RTViNSUKAb i ftwirfuAion! ihall tvw be liR)lc far any claim noi ditLoxtrcd und presented u> the weptny wMim thby (W)

fiot 1 • e Jjirn i^is b-id a«i the. the Obligee hertb) wairet it. right to fit any WW wum egu.avi il« Sumy tbe dsysmernioned after uhich time this tend shill defmrtcly be termltutted and deemed ab»hKly oeieeUed

Ifi RTTSESS U'KEREW. wt tevc set our hands and aipned owr Btoes M Caiambaary . Riilipplnei thisda>«f

■HN-

30tfi Way 201£

CHMfNElEl^^tfcNobG'Gits,INC.

USER TV INSURANCE CORPORATIONTIN-0OCM7MU-O00

By:MR. MANUEL S.-BAGATSING

(y PROPRlETOh

- - - (Prindpall— - - - -S i j IQ «(.

TMAM.SALVyBy: JOSErrt It M. SAL'*AMR Pltaidcm ^ Chief OpetaUng Officer

[/ISureiy)

Signed in the pmeticc of-

M .VfTA'.■J r.rj.i.

.. r-; • 'A rc»'ia *. • jin

'I-.iin'rStv'.'i^v

lU-ferjlBSW

VAUn FOR GOVTRNMEKT PROfFCTS ONLY 4-

26

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Uilu'ity Insurance Corpor;Uum

JCS bjiJdifi# 119 IXsIi koBUi<ii C. ktianct Sb. IxTa.'Bfi Villai'r MAttiCta 1*!. Ne ;8W lVt.! li.'iy-* V>- >1?

Bcmd No.INDFMNt'n AGREEMENT

KNOW ALL kni'i BYTHtS! PRFSFVIV^ . tHAMHtl TECMMOlOeitS, INC Mb) It ►ropotttor,

mmigrrucA8uuwtiiufiub.imuwooMAL »om^nfS-wriimimhbir.3 cnjrv-lvc^ urrtr A: UHi:RT>' INM.KAVtl CdkPOkATIOS « OTponboo <JU1« c.r^.OfO *«! ewenp urOa «ni tn W or thv !*■» - t4 *0 KcpnMk of tJw f«Iirr»«» ’•••K- ‘•«l« ■'lX*'* Rc«b“c“flft,:rcalled dll' SrUHY. ir. cmuiicrvimi cl tbe latWr lii.kins hcc.wis Surei>- upon a -----—— ■

FIFIY FtlOJ A 40.M0C ON-V_________________ P 414.6i.34C'________I Paitq’fOf Cuitcikj. tn bcbolJ u.-------- -- CKAWEL tec«*61o<jies, wc_________________ ___________________________________________________________

PEVELO^FWr EAHK Qf THE Ptfl!*PHES.AndinfeMie i>» ______coin of which i> turrets anachrd nd ma-ic an ic:^' pari ho cm 11.. rcirreve.WUTMIUM '!«• furv Bit Sl.l’.F.'n'ihr jum of PtSUi.-------- -- --------------------------------------------------------------- -------------- ---------------------------------------

If 1 philtppiTH: Ciercmy in aJeanff frtmiwn far each pmod cl_____________________ «if be rcRvni'o’! I'.oi Ut.ivdaarand w pavfunlici to; sameamwaii cfptriiitun'- and eeifrsspoodinf itasq» ehsrpe^lc therecc foi any and *11

imcwiJc fat 0112! paicd a of tit onfin*! term cr friction U>.tk.:, unui uii hood, and in renewaU. euemwMot HlhiUicci.w K- caraMled in fall b) theperKm or cnhi' simtiAiettl llwrwij, nr hyacemn cfantipciow juMi.><1itiii« ^ ... ___ iINDLMSirV 1 Ik undersieKd. icnnli>- aad wwnllv, «rcf aoJ him! themielve. li> ineJeowafV wnJ hoM fllW wve b*rmle« ite St.UUTt from loi isniful

BI1,i ail damapec. t-nc-v ci>M.. pacfiictUA, sump., acc-c. peraSiiei. duryio «rxJ exjHfiyo. of whotow kind and lunurc, ou:h»dmf counwl «1ce‘ «tiich the SURrH' cite *i hh> time siutiin ix in cur. a-, a cvnicc.iumtc of tw. itik caccuted the tfune-mosicwtcc! buni. its rrnr»»ls. ctwriwceis c* suhslinjlMCi aixl laid ancflirc'h feo. shall k>I be lc« than fifteen (IV'.) po«m trf tin uiwum claimKl by the SURhT A in «ch aai«c the »aid iafammtiess»i Biicmrc's lcH-> *1 be due and fiaj shle. cTcsfcctiiiC of whether itio cast u settled juiiitullvoi cxlrr-judi; laHj ______ . _hi ATURJIY 01 OIjR oni ir.,UlUNS AS Ca.SVIfTEn HFRrwmi The atx.ve icdeemnirt «ill be pud Ui *e Sl.fR m •» »«in as tioiaoJ a receivtd &t*ii »i or at KDiin as it becomes hotilr w mile pnymtni of any win utxlo the •enni of ihe •h.-rve-mendoned bool to renewals, exlcitonis « subfl.ttftKWK»-lu-<bn d.f said KimoTiumsorfcmiiCitvf havehcetiaoualJy puidoMiot. . .,., __tSTFH ST IN C ,‘cSt or DLLAV Ir, the eveni of Atb> m. poytocnl cf >.«id «om «i rdbi. we tgicc'd to p»y Wiwsi as tot nse of 13 . pet anmitn eei ratiw. whiff, incercsi if not pi.id, wil I he Uqii^cd and acnimwlBicd in Ihe pr.uf ipal antm monihlj ■•ilbwii frgathce »Ihe SQRITA '* rifhl lo demand all?or ertrs rLdiLulU-tf.r full ravrncriiofiti clatRii . rj. .INCOS-fVStlHIinV C« PAYMENTS MADF KV THf. SURETT ,An> pa>fi‘«’' « diihmmece made b> the Sl Rm .» acasimt of thr

to rei^aals. eatemicto nr whuitmicni. dUirr m the brief the $Vm\ was oblipcd lo nuke satb fW.vmem iaorda-a av«d prater losw, RL:TY rni^Ht c the utiderujflOS. En es*. w. •- *•> —' .i. . -- — -.........

- ._ Cl IPHY and fbi Iktc tJur-o»f a« d* ladersicned.hctvhy waivt »v Other \«ue. Now cfthe clauce*ewuauKd i

WAlVlk The vndcnipned hcreh, ndivtdualh anil coUetcively waive all fcfenaev. ti^rt., fsmiicfet andor benefia to*- they kn« m *w\ have ntitor Amelet 2077.20'’6..2t>R,i and 2Uk| cfiheCmlCodcofUsr Pbilirpi&M

niKcfhiicA. *»d refantonp. c..--------------- . _ . j.hut tufh refurat .hall be .o is., cav- cat«d fifh pcic-vnl («i* .1 of tot rremiimi_^ tin nvj carevdlH bc«d, ____ „n ■ ., rt.r .nlrirfT.rl|H irSji“iCATION, The laafcrs-ened toebv ac«rl dwr cnve ton the SURETY bav fcwptfd *»• liKto«nt> ApaenwH cwewd by toe laidemped afavor of toe SI R! Vt ______

.. niJW ® ® jn atIN WTTM.SS WTirREOF. -WS twee beieunto act out huidc on too-------------------------------------------------------- ■*----------„ ry TP70N CITY______ .pfciii*>r«o»

CUA-NNEIrt 1. 'r /t' H N^EK-.lf S IN c7/ I' \ Siptedili

"/ Ji_______

XXIs

toepreaeKeof R!tnHseianpa

IkUy 2019

i Pronriotoi

MU4ARVti as Co-tndanadtor

,,irS®y^'errT'«M sBFEOkf ML. a Notw\ Pofelu; fru and in tor atime jiirisdicuoei. tlu«_

l^RMr Cao^setcsi EvMeaet of MrMky

WARLrroKMfOOVAL ACKNO WLTDG Mr&ki-.peiorvaiaaf.arrj c.o-noetarKo'

day Of juiMm _. penorudly appewtod ite faRcwlqt'

Date a ad Place laaned

I icT rath toll lite mint

.rorc6C2KJfi\2aaxc54i«f>t9rnscaiT

27

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Entity's Notice of Award

I Development Bank of the Philippines

NOTICE OF AWARD

24 May 2019

CHANNEL TECHNOLOGIES, INC. Suite 218 Atrium of Makati, Makati Avenue, Makati City

Attention

Subject

Gentlemen:

MR. U/ARUTO U. SANDOVAL Managing Partner

Hardware and Software Maintenance Support Sendees for Payshield 9000-E Hardware Security Module (HSM) for the Development Bank of the Philipplnes-3rt Negotiated Procurement; Reference No. N-G-Z019-03

We are pleased to inform you that the Development Bank of the Philippines hereby awards you the contract for the above-dted subject in the total contract amount of One Million Three Hundred Eighty Two Thousand One Hundred Seventy Eight Pesos (0i.sa3.i7p nni inclusive of all applicable taxes.

To guarantee the faltiifut performance of obligations, you are required to post udthln ten (10) calendar days from receipt hereof, a performance security In any of the following forms and percentages:

Form of Performance SecurityMinimum X of

Contract Price per year

Minimum Amount-----

Cash, cashier's/manager’s check issued by a Universal or Commercial Bank

Five percent (5%) 0 69,108.90

Bank draft/guarantee or irrevocable letter of credit Issued by a Universal or CommerdalBank; provided, however, that it shall be confirmed or authenticated by a Universal or Commerdal Bank, if issued by a foreign bank

Surety Bond callable upon demand issued by a surety or Insurance company together with certificBte issued by Insurance Commission certifying the surety or Insurance company Is authorized to issue sud) surety bond

Thirty percent (30%) A 414,653.40

HwefOlHcf:Scti ci« I,hflrfli Avmur^c*nprMMiilfwnfiu*,MMstlC'dy . RUfcu HSfeUaWlCMlnlftonOiru*, I306tt»tartiatyW,No.;#li-8515 • imtvdmtaikrW/Dfii J

28

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Notkr of Awordhardwert end Saftwere Mohuenonce Support Servlets for Po/thMd 9000-£ Herttware Seturlty Module (ttSM) for the Development Bank oj the Philippines-f* Ntgolkrted Pivcuremenl, Reference No- tV-CiOi 9-03 CHANNEL TECHNOLOGIES, WC. a-iMaylfOSV

For the submission/postinfi of Performance Securiiv, please coordinate with ICT Management Group c/o Mr. Angelilo Mortiz, Jr., 2/f DBP Head Office, Makati City, at phone number (02) 818-9511 local 223D.

Failure to post the required Performance Security in the amount stipulated above within the prescribed time shall constitute a sufficient ground for the cancellation of the award of contract, forfeiture of the bid security and imposition of the appropriate sanction/s under tite revised IRR of RA 9184.

Please signify your conformity by affixing your signature cm the space provided below. Kindly return the duly signed Notice of Award to the BAC Secretariat, 6/F DBP Building. Makati Avenue, Makati Gty.

Thank you.

Sincerely,■s-

LUiSJ. RODRIGUEZ, JR.Vice PresidentHead, ICT Management Group

ACCEPTANCE/ CONFORME:

The undersigned accepts the award of contract and signifies conformity to enter Into contract with the DevelorintentBankofthe Philippines for the above requirement

MR. WARirrO^. SANDOVAL Managing Partner

fUDate;.__________ _Note: Kindly emalf to the [email protected] or fax to (+632 8125702 or +632 8151614} to acknowledge receipt

29

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Performance Evaluation of 3rd Party Contracts/Agreement

PERFORMANCE EVALUATION OF THIRD-PARTY CONTRACTS/AGREEMENTS

END-USER/Bank Unit:

Contractor/Sup plier/Consuhant/Service Provider;

OoniractDetaisTitle/Nature

AmountSiting Date

Duration From: I 1 to: I

Evaluation Period; From: To:

Rate the contractor/supfrfier/consuhant/service provider's performance based on the scale below. Erscirde your answers.

- - 0 - ... 1 - t N/A

Failed MetExpectations

ExceededExpectations Not Applicable

Goods/servicss w'ere delivered on time^as scheduled.

GDodsl^ervlcies were of food quality.

Business transaction with contractor/supplier/consultanc/service provider was srTwoth/uncomplicated. Contractor/SuppIier/Cons\^nt/Service provider promptly responded to questions/csncems. Corvtraoor/SuppIier/ConstdtanVService Provider's resolution of issues was proper. Contractor/SuppIier/constdtanVservice Provider's staff was professional and courteous.

N/A

N/A

N/A

K/A

N/A

N/A

NOTE: Please identify instances the Contractor/Supplier/Consuftant/Service Provider faiied to meet expectations.

Prepared by:

Name/PositionDate:

Noted:

Name/Position Date:________

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Data Privacy Consent Form

DevElop'nem Ban*, cl the PtUlipp nc-i

DATA, PRtVACY CONSENT FORM

Bj' Ihs conserc tafrr, l-*t («’Dsla SubciTi pan! w.'wr!-ec, volurta> ant! gfictPid-cina! ansent Vi fte caHcaon anc poresshc &' a<l Pe'Wiei Data {as, defnec' belj«. and accc-;-! v I'anssnwn ipiorm5li:''i Of reccp'di ’ccfie-rinf Iv, Ifir 'Inlsrriaac^i i fcteng U ne'us fljckiMC’tr?n5-Wtei b)’ ffie us ir. per!>cr. Of tr/ inj.'Ol.- 8UltiOr,I£d ajen‘"?prEs?'il3l,'je i t r1yfr,iji,i,i'i {Ja'.abasE syslenf v C"'E Oc^-cloOtren: Bank e* the Pniippines p6=) ar^'O- a-iy d « aulhctjprf agenj's <x rer/essntatvo's «- Irebrfratiin csnf&'le' Cy wna'.e.'et means in aasftyce uiitr Rep.!Uc A.ni (RAl 1C'72, ePiewisknDwr as the *Da!a Ac! el 201?' 0» rie Repjt'i: o* the PruhppnEs Indudng <! IntiiftmenCng Rule? ard RepilSions (IRRi as we? an ail otne- ouelcSnes «v3 issuances by lhe Nanonai Pm-acy Cemmissinr (tvPCi'

ivc undeislsnd that ■Pereonai D»a* msens any intormakn, wnethef recorded n a malcna: «ont. o' nc;, (al !ror. whspi Ihe ident-ty ol an indvtjjjoi -s apcarer: crean be reasnnatiy and dfect);1 estelained by {he entry hoWitv; P-< irfcnTatOT, or when pul togethef *'!"' otne' Womalcr woud diredty and ce.t^V kJcilify ar, indrvidua' (t) aiOLt an nd'vtsuals ra», ethm; edj'n, manta' status ags cols', jende*. he^. edLcation w-d rel^iws and'ar pwiticai a^uyjsri ic't Feiemng to any proaeding Ity any oflensc com.ititted st eftegsd jc ha«^ been ccmrititc by i>xr. rovi^ja’.. the eftsposa/ of foch f^cceedwt^, or the aenlose o? any coorl ir awth. pnxeeding;- and jdl iMi*d b/ gcTMemmett egenoes peoAa' to an rrfwduri whKh Includes, but net Irmted to. social security numbers and Incntet,

Ifiw onoerstand tirtw'. ffial D3P shall teep Ihe Persirial Data arid (nformator vui be businets and-O’ transaciicn'S thal l.*w dc witr. OBP pie "Sjsinsssl n strict conPoence. and fhai We crfectcr and pracettrig of all Fftfsonid Dateartd'cr formation by maybe used for ary 0? WC liito*irq Durposts (cctertirtiy We ‘Purposes'1

a. to maKe dedeiom relating to toe estafcieriiT^rii, rrsntenanse cr tenrination o* Ksounls and the eataWshronl provisish <x ccrntnuBtiio d banklng-'TOfifadlites or fnarcai ptodutas erd'Of serwes induding. but not Imited to. tovestmen trust, tftwrance, ban, moftnaQC aml'O' other secured transartinns, tinanciel arc wealbi man^ment products and ser/iras, ATb credt, debt chiargc, (repad cr ary type of card, and otoa-jnse mainUinirg

‘Know., Year CuHt/ne- (KYCV WanraliCft aito _ cordutsn; ar.vmoney faundedtig md sarctans. aedis ar<i bsogreund checks,

b. to provide, opersa, process and ad Tin liter DBF accounts and ifeiices Of 10 prtceas appicaans ia Db;‘ a«£urib, pnxJucts anpior services |fi£b1inc BJ-un; friawdl t arnacaon! such 05 remlttanos bensachans and credMiharoal faeflftes. suoscrciion or proposed sutecriptcin of produers Of services fwneme- alfe'cd or BS-jed by DSP a ttherwtse i. and to maintoin servee qaaf't)'vid train ftaf'.

c to undcrtaiie actiuifies reWed ts toe prtwsisri tf Ihe OBP acccunts ard services bcljdlr-.g bjl rol lur.led to transacben autoor«atiur„ slatometi: piinBtrr, and SsbiWior., euislcmer serviM and condudDl surveys the pro^br- of research reports, oUenng doojnents, product prtfJas. Qistomer prefhrg. term sheets or oWr pruduc rilaflcc muriate. adnv’tvfibatBn or rewards snfi lo^ly pfog-ars

d toprcvbcpnMucifElaledservcesBrdsupFC'i.^fii-idirg.wtTw! Imiist.x., p'wskn cf praceSiTfg cr ednnistffltive supped c actnj as an ntormesiary 1 roTiriee shared,cldti ■ agent ■ broke'1 mate: pybclpafit: cot.ntrp«ty in condrctcfl wito parbeipatwh b varcus piodJCls tivtienc' such products are of'sred ec issued by D2-P. DCF’s aTnatcj. Itvrd pertes or Ihrcoch tithe/ eilemwaiarie-. provides or distrioc’tors'

e. to (Ufk domestc ardlcregn legal regulaesri', govemmenlal tax. law efitorceirert and compiance feguremerns Imcludns PtiB^ne »b'or Icregi arti-moncy laundetng. sancbsrB ano tar obJigarans ajpJiwbfe to DBP and any d s aflilalc* ant! EL'bsid'Dries and d-swure » any domesS: er tortisn market etchangt ccjrt. tnUmal and,ti' legs1' regutotory, gewnmenta., (ex and law enlc>rceT«nl aiithiority (each, an 'Ajtforcy*) pjrsuaril (s tele/anl gudcllnti, Tegii3l>an.s. orders guidame cr requests frar, Ajlhortv] and comply with try treaty o- agn u-iem with or batween fore»3r. and dorr«stic AulhOttts applicBye Id DBP' sni'a and any of its aHitales end subsidiaries, liter agents or provxierB,

f. tc vehf/ th? identity or aithorttyol my.'ou'faTtfy merrterj. friends, bene*aai6s, jmome/s. anomey5-in4aS. aharehobers. bcnefi5d own PS 111 relevant}, perav.s under ariy bug, tu sites, partners eommaee memters, dreeters, cfTceis oi aitharbed sijraones. sureties yjK^nlors other sccjf»y anc etoei irdfvojtf' rcpieief^aifves who contact OB® Of m»/ be contaetBd by □RJ' loofectrvcly, Che 'Related Person-4' and to carry ojl or respond to re-quests, queswris or njtruclicns Ifwti veriipd recvesenteirves or othei parties pJisjanl 1o GBP's then- current seturitj pnKCdjrcs;

g 1st risk, tssessmeri giaiisiktal and bend analysis pnd pteiring purposes, imija-r^ to cary out dais procesitiB. sSabstical. credl. risk and mtuncoey laundering and senclians anj*r«u., creatine It'd m»'-UuiBig cretf! seorric modds, and &tocrvns,e ensuraig potsntial or ongong creCfl werthintM Ol Deli* Sutiocts and Reiacd Pereonis indudrg cenauchng banking, credit, fifiacisf yid otie- background checks and reviews anr* mantsrrrng baratrg trecfi! ^ hnancsnl history of ind'vidua!', i •'hetoer or ncX there ecsts any direct lelabonship betweer. toe Dalr Subject or Rialed Peram’s ard Do-i bid creatiPS and rramarfirg buwiess dav^pfrient plans and edrvftes foi beser.; and Wure reference.

h, to moniiy and recc«J cals and elecPwic commuricaUons i^th Onto Subjects enn Relaeec' Person’s lev recore keepirg, quality issuranM, custamer BCPvBe tranng hvE55gsto,'i. litigator, and fraud preventk>n pjrpcsos,

i. Icf ctime ird bauo dotecsc/n. prc|rer'^on invesl/fls»f' arid proseCubOh,

j to enferxe induding vrthDul HmHafen coBectr^ amovMsoKStandncicr defend Ihe nghts of DBF end'oratvy of its affiafe*andsobsu^anes tU employees offiMfS and directors, centractJBl Cf otnerwiss

k. to peitorrr, ifiterMi management and mffliagemenl rapcrBiw. to operate ccntfsl and ranaae'wnt Intormatisri systems, and to carry oul business risk, central e ccmpfiancc.re'.ievi. o' testtoS. rtornal audits a' enable Wc condset o' ocerna audrs;.

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I td fnSjle an actual ?' prspiased asiJjnee of DS1’, Cf pafiJSpsni at •uJh|>Ttopam« Mislcxe o‘ DE^j rgh:5 r> fei&ect of Ihe Data SuD|K? « e.r3j5T-‘ til epnsirmats & Irafsartbn irfeiaJed vt Ite the wbezi w ht Bsiigniriem, tryw'er, part’dcati:^ y mh- pa-bap^OT,

m. tocomply wtfr.coniiattual BTa^fneib or lo suppoc Indatves prc^ecli and prag-are. try cr bfetik'scr; fca«tai Industry sett- fegt^i&iy Djganiaicns, financial Industry bates, Bsspaatians, of fnancia! seri'^s p-wders ci ot**; financial ins'iiutor^ (eacti an ‘tnjustry Organcjston'), indt'ding ass'Stnj ott'Ci thanwal insitjbons Ui owdud bac»gio1;nd or ciedil checks or ODilect debts:

n. to man^ DBPs ratobcfisbip with tr« Data Sutyeii. «h«h indude providing Intormetirxi abcut trie Data Sub|«j or a Ratoled Petoft,^ to DBF and eny of its sfrliecej ana su&iJije'its

0 fee marteang to mefus anti to ndividuals »ni- simtat profiles, atirfcuies O'Lekia.tt' bffiklng,financial credit. iw/Bslmen;, Ifusr, tostrance. loan, rnortgage, and wea*.1! mar^gemen! rets ted products Of sendees eorduSnj martel. profiyct and servfce fcscarch. and designns or refniTg arty proflucts 6* seivcos indudinj by conducting data analysis, and swvsys by various modes of communicaton tneUdmg maf. tefepncnc cd. SMS Iw. electronic mat. iraemei. mobfc. ssciel media, chat, bometre. and other litohrulogcal tools and development.

p, to comply wffli an>' oNigatons, ragUrenwnls. poScles procediums, measures or arange.nwnts ter shefhg data and tnlp'inabon wltK-n DSP and any d to atfiiAes and subsidies .and any other use afdataand mtorniadon in axordance wir. wiy DBP progrsms tot cemp6anoe ivtth tar. sarctijns or preventor- oi detecton o1 monoy laurdenng terrorist rnarong or otttoi unla*<lil acJvTjes, and.

Q. «iy Other traneactisns arel/or purposes anabgoits oi rets ling directly thereto.

At ire ssms time !'« agrea that the kifoTnarDn shell be relained by DBP fa «, long as necessary lot toe totfilnem oi any af Uie alorcmentioneC Purposes and sv^l' oontmie Ic tie tertared for a perioa ol hAO |2) yearn rotwiir'itandng toe tarnmalbr cl any- of toic StiDve Purposes

firtoiK. fUe underCard tog! with resoeeJ to ir.yxu' submisson. cotecton and procewng p‘ the Personal Date of Reiatcd Persen's, H It mypur duty and respectipiL-y f) |p r.torrri said Related Persori's pi the Pjrpcw's for which filtiheir Prtona' Data ha« been subr-rJied. eoiatiS and pnoesssd by OEP, (i:] to cbtan conse.nl Iroro tog s»n Relates Pef«r,s far the cofediar. and prcccsshg of hisiheir Rorjonal Dslfc^nlorniatbn in accordance with !h« Dale Prhrfc^ Act oi 2012 and r»i] to nftm DBP thdi such consent from said Rtiated Petson.'s ria« been obLahed.

blac hersO)' acknowfedge Ihst I we have beer, prernded with ton wntten nai'calior, beSew cn myipur r^hts at» Data &ibj6a (each, a •RigTir, coilectwffy, toe ‘Rghts’i h accordaciic wiih toe DaU Privacy Act of JOtJ.towt

i. lob# infoTnedwtietoor Irdarmaiion and'bf Peacma! Datais berg or has been processea.

k. to require DBP to correa my Inbmialkin andfp- Personal Data rolafena lo the Data Subjed which is inaccuiaie.

iiL to object to toe procesarg of the In'oftnsion aodfor Persoiul Data in case of marges v amendments lo the Wormabcri and'or Pertona! Data suppted cr desiired to the Data Subject

fv, to access the knfimabon and'er Persral Data,

V b suspend. wlMrawfihordftr the bbckng.rerrvvd ordesPueWr. «r toe Data SubjecTs Personal Daca from DSP's inlonnatjori database system.

Vko Kknowtedje. further, that If fWt waswere ic- eserdse any of toe Rights snuniwatBd abwt DBP reserves to rig he to re-evaluato mdktr teroirjie to Business wto me'us as as any of toe Purposes andice DBP aervioes-^'bdudts tar whir, the Infermaiicm and'cr Persona! Data has bsm cofedod and processed.

IVi'e have teas ind understo«J toe above and hereby censeni to, agree on. axept and asMiowledge these terms of emsent for. mysefftauseh^andtor as ageflb's l»md 00 behair of-toe prfndpet's f iWe resent b>'SigRrig bekw

Signed in i n ■ji’to'. 20l£.

SipM!,lTj^^FnRlcd fianc

or

Ccrtpmi hme

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