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MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement (“Agreement”) is made and entered into this ____day of
___________, 2016201_, by and between:

ABOITIZ FOUNDATION, INC., a non-stock, non-profit corporation duly


organized and existing under and by virtue of the laws of the Republic of
the Philippines, with principal office address at Aboitiz Corporate
PARTNERCenter, Gov. Manuel A. Cuenco Avenue, Kasambagan, Cebu
City, represented herein by its First Vice President and Chief Operating
Officer, MARIBETH L. MARASIGAN, EVP & Chief Operating Officer, Formatted: Font: Not Bold
AUGUSTO P.I. CARPIO III hereinafter referred to as the “FOUNDATION”; Formatted: Font: Not Bold

- and -

[•]The COLLEGE OF SOCIAL WORK AND COMMUNITY DEVELOPMENT,


UNIVERSITY OF THE PHILIPPINES – DILIMAN through the SIKHAY KILOS
DEVELOPMENT ASSOCIATION, INC., a non-stock, non-profit corporation Formatted: Font: Not Bold
duly organized and existing under and by virtue of the laws of the Formatted: Highlight
Republic of the Philippines, with principal office address at [•]149 Road
2, Corner Road 3, Bagong Pag-asa, Quezon City c/o UP-CSWD Building,
Magsaysay Avenue, Diliman, Quezon City, represented herein by its
President, [•], THELMA B. MAGCURO hereinafter referred to as the
“TRAINING PARTNER”;”.

The FOUNDATION and the TRAINING PARTNER shall be referred to Formatted: Indent: Left: 1", Right: 0.5"
individually as a “Party”, and collectively as the “Parties” in this
Agreement.

W I T N E S S E T H: THAT

WHEREAS, the FOUNDATION recognizes the need for a Training training on Community Formatted: Font: Bold
[insert subject] Organizing g for CSR Officers[insert target audience] in order to maximize their
capabilities in engaging the communities and to identify better projects suited to the needs of
their respective assisted communities[insert purpose] (hereinafter, the “Training Program”);

WHEREAS, the FOUNDATION requires the services of a qualified, competent and Formatted: Font: Bold
accredited training PARTNER partner to conduct the Training Program;

WHEREAS, the TRAINING PARTNER has represented that it is legitimate, qualified, Formatted: Font: Bold
competent and a duly authorized bodyto conduct Community Organizing Trainingtrainings on Formatted: Indent: First line: 0.5"
[insert subject], hereinafter referred to as the TRAINING, as they have been engaged in research
and experimental development in Social Science, advance welfare, concern for the disadvantaged
and/or vulnerable sectors, disseminate knowledge generated by its social development programs
and projects through publication, training, public for a, etc.

WHEREAS, the TRAINING PARTNER and is willing to conduct the Ttraining Program for the Formatted: Font: Bold
FOUNDATION according in accordance withto the requirements of the FOUNDATION and the
pursuant to the terms set forth in this Agreement;

NOW THEREFORE, for and in consideration of the foregoing premises and the mutual Formatted: Font: Bold
covenants herein set forth, the Parties hereby agree as follows:

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1. TRAINING COURSE AND TRAINING OUTPUT

1.1 The Training Program RAINING to be conducted by the TRAINING PARTNER shall
be composed of the following modules: set forth in the “Training Curriculum”
attached hereto and made an integral part hereof as Annex “A”;
(a) Development Context and Perspectives; (b) Community Organizing; (c) Stages
of Community Organizing; (d) Trends in CO Practice; (e) Community Exposure and
(e) Ethics in Community Planning and Re-Entry Plans. Any deviations from the
abovementioned modules shall be under the discretion of the TRAINING
PARTNER, as long as these changes will address the needs of the participants in
the Community Organizing practice.

1.2 The TRAINING will be conducted over a period of [•]three ([•]3) days in theat
[•]University of the Philippines - Diliman, Quezon City; and

1.3 The TRAINING OUTPUToutput of the Training Program of the course willshall be
the [•].Action Plan for the CSR initiatives

2. OBLIGATIONS OF THE FOUNDATION

2.1 The FOUNDATION shall send [•]twenty ([•]20) participants for the
TRAININGTraining Program;

2.2 The FOUNDATION shall cooperate with the TRAINING PARTNER and when
necessary, provide assistance in the finalization of the TRAININGTraining
Program;

2.3 The FOUNDATION shall pay the costs of the Training ProgramRAINING in [•] two
tranches, fifty percent (50%) upon signing of the this Memorandum of Agreement
and fifty percent (50%) within two (2) days after the completion conduct of the
Training Program. [AEV Legal: This is subject to the commercial agreement of the
Parties.]

Particulars Cost (Php)


UP Diliman Training Package (1ST Tranche) 125,000
UP Diliman Training Package (2nd Tranche) 125,000

Particulars Total Cost (Php)


UP Diliman Training Package
Includes the following:
a. Professional Fees (RPs, Panel, Admin Cost)
b. Training Materials and Module
Reproduction 250,000
c. Food and Snacks
d. Training Venue and Equipment Rental
e. Site Visit Transportation

3. OBLIGATIONS OF THE TRAINING PARTNER

3.1 The TRAINING PARTNER shall conceptualize and develop the TRAINING Training
Program based on the FOUNDATION’s requirements and terms;

3.2 The TRAINING PARTNER shall provide competent resource persons and other
members of the training team;

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3.3 The TRAINING PARTNER shall provide technical and administrative management
in the implementation of the TRAINING Training Program, in collaboration with
the FOUNDATION;

3.4 The TRAINING PARTNER shall provide the venue(s), training meals, venues and
facilities for the TRAININGTraining Program;

3.5 The TRAINING PARTNER shall provide the training kits, modules, equipment and
other materials needed for the TRAININGTraining Program;

3.6 The TRAINING PARTNER shall issue Training Ccertificates of completion upon
completion thereofat the end of the Training Program; and

3.7 The TRAINING PARTNER shall ensure the safety of the participants during the
Training Program and any community exposure trips associated with the Training
Programto the CSWD partner communities.

4. TERM AND EFFECTIVITY

4.1 This Agreement shall have a term of [•]three ([•]3) months commencing on
______________, 2016 201_ and expiring on ______________, 2016201_ (the
“Term”).

4.2 This Agreement may be terminated at any time by the FOUNDATION for cause,
at one (1) day’s written notice upon the occurrence of the following:

a. Material violation or breach by the TRAINING PARTNER of the terms,


conditions and obligations under this Agreement, and such breach is not
remedied within fifteen (15) days from receipt of a written notice to
remedy the same; or

b. If the TRAINING PARTNER shall become insolvent, or if a proceeding for


bankruptcy, insolvency or for reorganization, receivership, or dissolution
is instituted by or against the TRAINING PARTNER, or if the TRAINING
PARTNER seeks to take advantage of any bankruptcy or insolvency
statute in effect in the Philippines or elsewhere, or discontinues its
business or adopts a resolution providing for its dissolution or liquidation;

In which case, the non-defaulting PartiesFOUNDATION shall be entitled to


recover from the defaulting Party TRAINING PARTNER such damages and
attorney’s fees as the non-defaulting PartiesFOUNDATION may incur, in addition
to any and all existing claims that may be due to the non-defaulting
PartiesFOUNDAITON prior to termination.

4.3 The FOUNDATION may, at its sole discretion and without any liability, also
terminate this Agreement by giving the TRAINING PARTNER thirty (30) days’ prior
written notice. Formatted: Font: 11 pt, Bold

4.4 The termination of this Agreement with or without cause shall not release a Party
from any liability which at the time of termination has already accrued to the
other Party or which thereafter may accrue in respect of any act or omission prior
to such termination.

4.5 The termination of this Agreement shall be in addition to and not in lieu of other
rights and remedies of the Parties under this Agreement and existing provisions
of law.

5. REPRESENTATIONS AND WARRANTIES

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5.1 Each of the Parties represents and warrants to the other Party that:

a. It is a corporation duly organized and validly existing under and by virtue of the
laws of the Philippines; with full power to own its property(s), to carry on its
business as it is now being conducted, and to execute, deliver and perform its
obligations under this Agreement; entering into this Agreement does not violate
any provision of any applicable law or regulation, its articles of incorporation, by-
laws or any other constitutive documents, and any agreement with other parties;
and it has been duly authorized by all necessary corporate and legal action to
enter into this Agreement; and

b. It has full legal capacity and power to own its property and assets and carry on its
business as it is now being conducted, and to enter into, exercise its rights, and
perform its obligations under this Agreement;

c. It has the requisite corporate power and authority to enter into this Agreement
and to carry out its obligations hereunder. The execution, delivery and
performance by it of this Agreement have been duly and validly authorized, and
no other corporate proceedings on its part are necessary to authorize this
Agreement or the transactions contemplated hereby. This Agreement has been
duly and validly executed and constitutes its valid and binding agreement,
enforceable against it in accordance with the terms hereof;

d. The execution of this Agreement or the performance of the terms hereof or the
transactions contemplated hereby or the fulfilment of any of the terms hereof
will not violate any provision of, or result in the breach of, or accelerate or permit
the acceleration of the performance required by the terms of, any applicable law,
rule or regulation or any governmental body having jurisdiction in the premises,
or its Articles of Incorporation or By-laws or constitutive documents, or conflict
with, result in a breach of, or result in the termination of, any agreement or
instrument to which it is now a party or by which it or any of its properties or
assets may be bound or affected, or any judgment or comparable order against it
of any court, arbitrator or governmental agency inside or outside the Republic of
the Philippines, or constitute a default or encumbrance of any nature whatsoever
upon any of its properties or assets under such agreement or instrument, or in
any way affect or violate the terms or conditions of, or result in the cancellation,
modification, revocation, or suspension of, any licenses, approvals, certificates,
permits or authorizations held by it; and

eb. No litigation, arbitration or administrative proceedings are taking place, pending


or, to the knowledge of any of its officers, threatened against it or any of its
subsidiaries or any of its or their property.

5.2 The TRAINING PARTNER further represents and warrants that:

a. It has substantial operating capital and investment in the form of tools and
equipment necessary to carry out its obligations herein without relying on
advances from the other PartiesParty; and

b. It has all the required permits and licenses necessary for the effective
performance of its obligations under this Agreement, it shall keep such permits
and licenses valid throughout the term Term or any renewal or extension
thereofof this Agreement, and shall provide the FOUNDATION with copies of such
permits and licenses, when necessary;.

6. LIMITATION OF LIABILITY

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6.1 The FOUNDATION shall in no case be liable to the TRAINING PARTNER or any third
party, at any time, for any consequential or indirect losses or special damages of
any other kind, including loss of profit or business opportunity, resulting from and
arising out of or in connection with this Agreement, or any act or omission relating
thereto, howsoever caused.

6.2 The TRAINING PARTNER shall answer for and indemnify the FOUNDATION for
those damages or losses for which the TRAINING PARTNER is responsible, which
may be suffered or sustained by the FOUNDATION due to any act, omission, fault,
negligence or lack of due diligence by the TRAINING PARTNER, its employees,
personnel, agents or representatives.

6.3 BOTH PARTIES shall assume full responsibility for injuries, deaths or damages
sustained or suffered by its employees, personnel, agents, representatives while
in the performance of their duties under the Training Program.

6.4 The TRAINING PARTNER shall further assume full responsibility and shall not hold
the FOUNDATION answerable or accountable for any amount, claim, liability, or
sum arising from any cause of action, civil or criminal, with respect to licenses,
taxes, permits and similar requirements which shall be for the account of the
TRAINING PARTNER.

7. RELATIONSHIP OF THE PARTIES

7.1 The TRAINING PARTNER has represented that it possesses the experience,
knowledge, and expertise, as well as sufficient capital, manpower and equipment
necessary to perform the trainings contemplated in this Agreement.

7.2 There shall be no employer-employee relationship between the


TRAINING PARTNER (including its subsidiaries and affiliates) and/or its personnel
and employees on the one hand and the FOUNDATION, as the case may be, and
their personnel and employees, on the other hand.

The TRAINING PARTNER’s personnel shall in no case be considered as employees


of the FOUNDATION and shall always remain the employees of the TRAINING
PARTNER. Consequently, it is the sole responsibility of the TRAINING PARTNER to
comply with all laws, rules and regulations pertaining to labor and employment
so that the FOUNDATION shall not in any way be responsible for personal injury,
wages, and other employee benefits, and other claims for damages, including
death caused either to the said employee or third parties, whether or not such
death arises out of or in the course of or in connection with the performance of
such employee’s duties under this Agreement.

In the event of any litigation before the civil, criminal, or labor courts
wherein the FOUNDATION is made a party defendant, the TRAINING PARTNER
undertakes to have the case dismissed with respect to the FOUNDATION as well
as answer for the judgment amount, attorney’s fees, cost of suit, and other legal
expenses. The FOUNDATION shall, in such situation, be free to engage the
services of its own legal counsel at the cost of the TRAINING PARTNER.

7.3 The TRAINING PARTNER’s personnel and employees shall in no case be


considered as employees of the other Parties and shall always remain the
employees of the TRAINING PARTNER. Likewise, the FOUNDATION’s personnel

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and employees shall in no case be considered as employees of the TRAINING
PARTNER and shall always remain the employees of the FOUNDATION.
Consequently, it is the sole responsibility of each Party to comply with all laws,
rules and regulations pertaining to labor and employment so that the other Party
shall not in any way be responsible for personal injury, wages, and other
employee benefits, and other claims for damages, including death caused either
to any employee or third parties, whether or not such death arises out of or in
the course of or in connection with the performance of said employee’s duties
under this Agreement.

7.4 Nothing contained in this Agreement shall be construed as constituting or


evidencing any partnership, agency or contract of employment between the
Parties and none of the Parties shall have the authority to bind or commit the
others.

8. NOTICES

8.1 All notices, requests, consents and other documents (“Notices”) under this
Agreement shall be given/served either by personal delivery in writing, through
email, by fax, through registered mail or sent through reputable courier service
with return receipt requested, postage prepaid and properly addressed to the
Party or its designated agent/representative. Notices shall be addressed as
follows:

If to the FOUNDATION: If to the TRAINING PARTNER: Formatted Table


Formatted: Indent: Left: 0.04", Hanging: 0.01"
Address: Address:
Aboitiz Corporate PARTNER, Tel:
Gov. Manuel A. Cuenco Avenue, Email:
Kasambagan, Cebu City Attention:
Telephone: 411-1761
Email:
Attention:

If to the FOUNDATION:

Address: ABOITIZ FOUNDATION, INC.


Aboitiz Corporate PARTNER,
Gov. Manuel A. Cuenco Avenue,
Kasambagan, Cebu City
Telephone: 411-1761
Fax No.: 032-231 4037
Attention: AUGUSTO P.I CARPIO III

If to the TRAINING PARTNER:

Address: Sikhay Kilos Development Association, Inc.


College of Social Work and Community
Development
Magsaysay St., University of the Philippines
Diliman, Quezon City
Tel: 981-8500 loc 4107
Fax: 924-2143
Attention: THELMA B. MAGCURO

Such Notices shall be deemed served or given:

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a. On the date of actual delivery, if personally served at the address of the Party to
whom the Notice is given between the hours of 8:00 a.m. and 5:00 p.m. on any
business Business dayDay. A “Business Day” means a day, except Saturday and
Sunday, on which commercial banks are required or authorized to be open in the
City of ______;

b. If sent by facsimile or electronic mail, when such Notice is successfully


transmitted during business hours. However, if the Notice is not sent during
business hours, such Notice shall be deemed served at the next business hours it
has been successfully transmitted;

c. On the day the Notice is sent, if sent through a reputable courier service; or

d. Ten (10) Business Days Five (5) calendar days after mailing, if sent through
registered mail.

Any Party may change its address for receipt of Notices at any time by giving
written notice thereof to the other Party, provided that the other Party was
advised of such change in writing, duly received. The duly authorized
representative of each Party may sign any Notice given under this Agreement for
and on its behalf.

9. GENERAL PROVISIONS

9.1 This Agreement, including the Annex hereto, is the complete and exclusive
statement of the agreement between the Parties, and supersedes all
understandings or prior agreements, whether oral or written, and all
representations or other communications between the Parties in relation to the
subject matter hereof.

9.2 If any provision of this Agreement is found by any court or administrative body of
competent jurisdiction to be invalid or unenforceable, the invalidity or
unenforceability of such provision shall not affect the other provisions of this
Agreement, and all provisions not affected by such invalidity or unenforceability
shall remain in full force and effect. The Parties may agree to substitute any
invalid or unenforceable provision with a valid or enforceable provision which
achieves to the greatest extent possible the objectives of the invalid or
unenforceable provision.

9.31 The waiver by any Party of a breach by the other Party of any of the provisions of
this Agreement, or a Party’s failure to insist on the strict performance of any
provision hereof or to exercise any right in any one or more instances or
circumstances, shall not be construed as a waiver or relinquishment of such
provision, right or by the non-breaching Party of any succeeding breach by the
breaching Party of the same or other provisions. The delay, failure or omission
by any Party in exercising any right that it may have under this Agreement shall
also not operate as a waiver or relinquishment of such provision or right, or of
any breach or default by the non-breaching Party.

9.4 No modifications, amendments or supplements to this Agreement shall be


effective for any purpose unless in writing signed by the Parties. Approvals or
consents required of a Party under this Agreement shall also be in writing.

9.52 If at any time any dispute or difference shall arise between the Parties in
connection with this Agreement, the Parties shall in good faith exert all efforts to
resolve such dispute or difference. At the request of a Party by giving Notice to
the others, the duly authorized representatives of the Parties shall meet in a

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good-faith effort to reach an amicable settlement of the dispute or difference.
Any unresolved dispute shall be litigated in the proper courts of Taguig City, to
the exclusion of all other courts elsewhere situated.

9.63 The benefits and privileges granted under this Agreement are not assignable. The
FOUNDATION, however, may assign or transfer this Agreement to its affiliates,
subsidiaries or related companies upon prior notice to the TRAINING PARTNER
and it is understood that the assignee shall be bound by all the terms and
conditions of this Agreement.

9.74 This Agreement shall be governed by, and construed in accordance with,
Philippine the laws of the Republic of the Philippines.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and at the
place first above-written.

ABOITIZ FOUNDATION, INC. SIKHAY KILOS DEVELOPMENT


FOUNDATION ASSOCIATION, INC.
TRAINING PARTNER

By: By:
Formatted Table

AUGUSTO P.I. CARPIO III THELMA B. MAGCURO


EVP & Chief Operating Officer President

Signed in the presence of:

_____________________ ____________________

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ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)


CITY OF ______________ ) S. S.

I, _____________Before me, a Notary Public duly authorized in the city named above to take
acknowledgments, certify that on ____________, personally appeared the following who are
identified by me through competent evidence of identity:

Name Competent Evidence of Community Tax Certificate


Identity
ABOITIZ FOUNDATION, INC.
Passport # EB6465922
By: AUGUSTO P.I CARPIO III Jan 4, 2018 / DFA Cebu

SIKHAY KILOS DEVELOPMENT


ASSOCIATION, INC.
Passport # EB3012386 Formatted: Left, Indent: Left: -0.02", Right: -0.05"
By: THELMA B. MAGCURO Jul 13, 2011 DFA Manila

to be the same persons described in the foregoing instrument, who acknowledged before me that
their signatures on the instrument were voluntarily affixed by them for the purposes stated
therein, and who declared to me that they executed the instrument as their free and voluntary
act and deed as well as the free and voluntary act and deed of the principals represented therein.

This instrument consisting of ten eight (108) pages, including this page on which this
acknowledgment is written is signed on each and every page thereof by the parties Parties and
their instrumental witnesses and sealed with my notarial seal.

WITNESS MY HAND AND SEAL on the date and at the place first above-written.

Doc. No. ______;


Page No. ______;
Book No. ______;

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Series of 2016____.

Annex “A”

I. TRAINING CURRICULUM

General Objective:

The training course aims to provide the participants with knowledge, attitude and skills
on community organizing for the partner communities to manage and sustain community-based
programs, putting emphasis on Corporate Social Responsibility (CSR) related activities.
_____________________

Specific Objectives:

After the training the participants will be able to:

a)
b)
1. Corporate Social Responsibility state of development in Philippine rural communities
2. discuss development perspectives and frameworks within the context of current realities
3. explain concepts, principles, purpose and significance of community organizing and
relate this to their work situation
4. describe the roles, functions and characteristics of a community organizer
5. explain the phases of community organizing
6. demonstrate specific community organizing skills
7. develop and implement an action plan on community organizing in their respective
areas

Methodology

1. The training methodologies would include lecture-discussions, workshop, plenary, case


presentation/ analysis of the case, role playing and other participatory learning methods
3 DAY TRAINING PROGRAM

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Module Description Duration
This provides the Formatted: Highlight
participants a better
understanding and a wider
framework about
development work by
Module I. Development going through a journey on 4 hours
Context and Perspectives the overview of global and
national situation of
energy and the state of
Philippine rural
communities and the
responses to address the
need of rural communities.
A number of frameworks
and perspectives are
tackled.
This module covers the Formatted: Highlight
concepts, principles,
purpose and significance
of organizing work as well
Module II. Community as the phases of 4 hours
Organizing community organizing; and
roles, functions and
characteristics of a CO
worker. It is dedicated in
concretizing the phases of
community organizing
which will be discussed in
general terms and in
specific cases.

This module is devoted in Formatted: Highlight


the development of the 4 hours
Module III. Stages of participants’ CO skills
Community Organizing which include social
analysis, community
planning; conflict
management, advocacy
and networking are
covered in this module.

This module will focus on Formatted: Highlight


Module IV. Trends in CO the different trends in CO 4 hours
Practice Practice including Disaster
Risk Reduction,
Community Mapping, etc.
This part of the training Formatted: Highlight
will focus on the actual 4 hours
experiences of CO
Module V. Community practicing in the field.
Exposure There will be an exposure
trip to partner
communities in which the
college has conducted
community organizing.

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This module will focus on Formatted: Highlight
the development,
Module VI. Ethics in presentation and critiquing
Community Planning and Re- of organizing plan of 4 hours
Entry Plans participants. It aims to
provide the participants
the opportunity to apply
the learning they acquired
from the discussions to
their actual work
experiences. The plan
would serve as their guide
in actual community work.
[AEV Legal: To be revised as necessary.] Formatted: Highlight

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