IRG for Foundations for the Restoration of Cultural Heritage

PHILIPPINE AMUSEMENT AND GAMING CORPORATION

IMPLEMENTING RULES AND

GUIDELINES FOR FOUNDATIONS

FOR THE RESTORATION OF

CULTURAL HERITAGE

Version 4.0

GAMING LICENSING AND DEVELOPMENT DEPARTMENT

(October 2015)

Table of Contents

Part I. General Provisions

Section 1. Title ........................................................................................... 1

Section 2. Purpose .................................................................................... 1

Section 3. Construction ............................................................................. 1

Section 4. Declaration of Policy ................................................................ 1

Section 5. Definition of Terms ................................................................... 1

Part II. Powers of the Parties

Rule I. PAGCOR Board of Directors ......................................................... 6

Rule 2. Foundation .................................................................................... 6

Part III. Guidelines for Creation and Operation of the Foundation

Rule 1. Creation ...................................................................................... 7

Section 1. Foundation ............................................................................. 7

Section 2. Who will incorporate ............................................................... 7

Section 3. SEC Requirements for Incorporation ...................................... 7

Section 4. Annual Submissions to the SEC ............................................. 8

Rule 2. Operation

Section 1. Sources of Funds ................................................................... 8

Section 2. Disbursements ........................................................................ 8

Section 3. Utilization of Funds .................................................................. 9

Part IV. Documentary Requirements of PAGCOR

Section 1. Incorporation Papers ................................................................ 11

Section 2. Financial Records .................................................................... 11

Section 3. External Auditor ....................................................................... 11

Section 4. Monthly Submission ................................................................. 11

Section 5. Annual Submission .................................................................. 11

Part V. Dissolution ............................................................................................ 13

Part VI. Final Provision ...................................................................................... 14

Annexes

A Procedural Guidelines for Projects with Partner Government Agency with Flowchart

B Procedural Guidelines for Projects without Intermediation of a Government Agency

C.1 Authority to Proceed Template for Projects with Partner Government Agency

C.2 Authority to Proceed Template for Projects without Intermediation of a Government Agency

D.1 Compliance Verification Checklist for Projects with Partner Government Agency

D.2 Compliance Verification Checklist for Projects without Intermediation of a Government Agency

E Certificate of Credit Template

Forms

A.1 Sample MOA for Construction of a School Building

A.2 Sample MOA for Construction of a Hospital Building

A.3 Sample MOA for the Donation of Equipment

A.4 Sample Certificate of Acceptance by the government agency

B.1 Sample MOA for Donation of Medical Supplies

B.2 Sample MOA for Scholarships and Grants

B.3 Undertaking to Reinstate Disallowed Disbursements

Part

I

GENERAL PROVISIONS

Section 1. Title. - These Rules will be known and referred to as the "Implementing

Rules and Guidelines for Foundations for the Restoration of Cultural Heritage."

Section 2. Purpose. - These Rules are promulgated to prescribe the procedures and guidelines for creation and operation of the Foundation for the restoration of cultural heritage as stated in the Provisional License for the Entertainment City Manila Project and define the powers and functions of PAGCOR and the Foundation. Section 3. Construction. - These Rules will be liberally understood to carry out the policy of adopting an accurate, systematic and comprehensive creation and operation of the Foundation for the Restoration of Cultural Heritage.

Section 4. Declaration of Policy. - It is the policy of PAGCOR to adopt an accurate, systematic, and comprehensive creation and operation rules and guidelines, which will:

a) Enhance the value of the Foundation as well as PAGCOR’s corporate social responsibility;

b) Concretize creation of the Foundation through its incorporation with the Securities and Exchange Commission;

c) Assist the Foundation in conforming with the original terms and conditions of the Provisional License and these Rules, and

d) Regulate utilization of the Foundation funds.

Section 5. Definition of Terms. – For purposes of these Rules, these terms will be

understood to have the following meaning:

a. Board – refers to PAGCOR Board of Directors.

b. Cultural Heritage – refers to the totality of cultural property preserved and developed through time and passed on to posterity.1 It comprises:

1 Section 3(I) Article II of R.A. 10066 otherwise known as the National Cultural Heritage Act of 2009

2

tangible inheritance - the land, seas, fauna and flora and other natural

resources, including the hazards, dangers and pitfalls in the Philippine

islands.

intangible inheritances – language, literature, religion, beliefs, values,

heroes, villains, psychological and emotional disposition.

State sponsored socio-cultural institutions are important transmitters of

culture for they also serve to identify what of the nation’s culture are

“significant”, some relevant transmitters are as follows2:

b.1 National Museum – repository and custodian of the nation’s natural

and cultural heritage

b.2 National Library – repository of all publications

b.3 National Archive – repository and custodian of all documents and

other archival materials

b.4 National Historical Commission – repository and custodian of

historical documents, publications and historical artifacts

b.5 National Commission for Culture and the Arts – oversees and

funds research, publications and cultural performances;

responsible for culture and the arts in the Philippines.

b.6 Cultural Center of the Philippines – repository and custodian of

works of art

b.7 Department of Education (DepEd) - oversees the teaching of

Philippine culture in elementary and high school as well as training

of teachers.

b.8 Commission on Higher Education (CHED) - oversees the teaching

of Philippine culture in colleges and universities as well as training

of teachers.

b.9 Department of Tourism (DOT) – encourages and facilitates travel

throughout the country; with attached agencies such as Intramuros

Administration

b.10 Department of Environment and Natural Resource (DENR) -

identifies, conserves Philippine natural environment and resources

b.11 University of the Philippines (UP) – undertakes teaching, research,

publication, public forums, workshops, conferences on Philippine

culture, also serves as repository of Philippine cultural artefacts in

2 excerpts from “Cultural Heritage in Philippine Society” by Aurora Roxas-Lim, University of the Philippines, pages 4-6

3

its museums and collections.

b.12 Museong Pambata – promotes art and culture among young

people

The following are considered as part of “cultural heritage”3:

Immovable Cultural Heritage monuments: architectural works, works of monumental sculpture and

painting, elements or structures of an archaeological nature,

inscriptions, cave dwellings and combination of features, which are of

outstanding universal value from the point of view of history, art or

science;

groups of buildings: groups of separate or connected buildings which,

because of their architecture, their homogeneity or their place in the

landscape, are of outstanding universal value from the point of view of

history, art or science;

sites: works of man or the combined works of nature and of man , and

areas including archaeological sites which are of outstanding universal

value from the historical, aesthetic, ethnological or anthropological

points of view.

Movable Cultural Property4 all movable objects which are the expression and testimony of human

creation or of the evolution of nature and which are of archaeological,

historical, artistic, scientific or technical value and interest.

Intangible Cultural Heritage5 refers to practices, representations, expressions, knowledge, skills, as

well as the instruments, objects, and artifacts associated therewith, that

communities, groups and individuals recognize as part of their cultural

heritage, such as but not limited to:

(i) oral traditions, languages and expressions; (ii) performing arts; (iii) social practices, rituals and festive events; (iv) knowledge and practices concerning nature and the

universe; and (v) traditional craftsmanship.

3 Essentially based on definition adopted at UNESCO Convention in Paris, November 16, 1972, Definition of Cultural Heritage, References to Documents in History, Selected by J. Jokilehto, page 20 4 Definition of Cultural Heritage References to Documents in History Selected by J. Jokilehto, page 27 5 Section 3(x) of Article II of Republic Act 10066 otherwise known as the National Cultural Heritage Act of 2009

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Natural Heritage6 – the following will be considered “natural heritage”: natural features consisting of physical and biological formations or

groups of such formations, which are of outstanding universal value

from the aesthetic or scientific point of view;

geological and physiological formations and precisely delineated areas

which constitute the habitat of threatened species of animals and

plants of outstanding universal value from the point of view of science

or conservation;

natural sites or precisely delineated natural areas of outstanding

universal value from the point of view of science, conservation or

natural beauty.

c. Elementary Education – refers to the second stage of compulsory basic education which is composed of six (6) years.7

d. Foundation – refers to a non-stock, non-profit corporation established for the purpose of extending grants or endowments to support its goals or raising funds to accomplish charitable, religious, educational, athletic, cultural, literary, scientific, social welfare or other similar objectives.8 This also refers to the beneficiary foundation devoted for the restoration of cultural heritage to be created and established by the Licensees of the Entertainment City Manila Project as stated in their respective Provisional License issued by PAGCOR.

e. Non-Stock Corporation - refers to a corporation where no part of its income is distributable as dividends to its members, trustees, or officers, subject to the provisions of the Corporation Code of the Philippines on dissolution; Provided, that any profit which a non-stock corporation may obtain as an incident to its operations will, whenever necessary or proper, be used for the furtherance of the purpose or purposes for which the corporation was organized, subject to the provisions of this Title. There are various purposes for the establishment of above corporations as enumerated by the Code, namely: 1) charitable; 2) religious; 3) educational; 4) professional; 5) cultural; 6) fraternal; 7) literary; 8) scientific; 9) social; 10) civic service or similar purposes like trade, industry, agricultural, and like chambers, or any combination thereof. 9

f. PAGCOR - refers to the Philippine Amusement and Gaming Corporation

g. Restoration - refers also to the following terms; safeguarding, identification, protection, conservation, renovation, maintenance, and revitalization of cultural heritage

6 http://whc.unesco.org/ Convention Concerning the Protection of the World Cultural and Natural Heritage 7 Section 4, Republic Act No. 10533: Enhanced Basic Education Act of 2013 8 Sec. 1 of SEC Memorandum Circular No. 8 Series of 2006 9 Section 87 of the Corporation Code of the Philippines

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h. Rules – refers to these Implementing Rules and Guidelines.

i. Secondary education – refers to the third stage of compulsory basic education. It consists of four (4) years of junior high school education and two (2) years of senior high school education.10

j. State of Calamity – a condition involving mass casualty and/or major damages to property, disruption of means of livelihoods, roads and normal way of life of people in the affected areas as a result of the occurrence of natural or human-induced hazard.11

k. Tertiary education - refers to post-secondary technical/vocational education and training, as well as higher education programs.12 The following offer ”tertiary education”13:

State universities and colleges (SUCs)

Local universities and colleges (LUCs)

CHED Supervised Institutions

Government schools

Higher Education Institutions (HEIs)

Technical Education and Skills Development Authority (TESDA)14

10 Section 4, Republic Act No. 10533: Enhanced Basic Education Act of 2013 11

http://www.gov.ph/2011/12/23/briefer-on-the-state-of-national-calamity-as-declared-by-proclamation-no-303-

s-2011/) 12 Section 5 (27) Manual on Regulations for Private Higher Education, Commission on Higher Education 13 http://ched.gov.ph 14 Dr. Augusto Syjuco, The Philippine Technical Vocational Education and Training (TVET) System, page 1

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Part

II

POWERS OF THE PARTIES

RULE 1. PAGCOR BOARD OF DIRECTORS

Section 1. Board of Directors. The powers of PAGCOR will be vested and exercised by its Board of Directors. All major substantial, procedural and operational matters affecting the creation and operation of the Foundation for the restoration of cultural heritage, with the effect of amending these Rules will be effective only upon prior approval of the Board of Directors.

RULE 2. THE FOUNDATION

Section 1. Board of Trustees. The powers of the Foundation will be vested and exercised by its Board of Trustees. The elected Board of Trustees will hold office for one (1) year and until their successors are duly elected and qualified.

The qualifications of trustees will be duly stipulated within the By-laws.

Section 2. Officers. The Foundation will elect the following officers to perform the duties and responsibilities for the same: President, Vice President, Secretary and Treasurer. The Foundation may however elect other officers if they deemed necessary.

The said officers will be elected by the Board of Trustees and will hold office for a period of one (1) year and until their successors are duly elected and qualified.

The qualifications, functions and powers of the officers will be duly stipulated within the By-laws.

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Part

III

GUIDELINES FOR CREATION AND

OPERATION OF THE FOUNDATION

RULE 1. CREATION

Section 1. Foundation. – Chosen beneficiary foundation should be incorporated

with the Securities and Exchange Commission (“SEC”) located at SEC Building,

Greenhills, Mandaluyong City Metro Manila, Philippines.

Section 2. Who will incorporate. – Incorporation will be done by the Entertainment

City Licensee holding a duly executed Provisional License with PAGCOR for their

chosen beneficiary foundation.

Section 3. SEC Requirements for Incorporation. – In order to be duly

incorporated, the licensee will submit to SEC the following required application

forms and supporting documents in six (6) copies with cover sheets:

1. Name verification slip

2. Articles of Incorporation and By-laws (A sample format can be downloaded at the SEC website - http://www.sec.gov.ph)

3. Affidavit of an incorporator or director undertaking to change corporate name

4. List of members, certified by the Corporate Secretary

5. List of contributors and amount contributed certified by the treasurer

Note: Items 3, 4, and 5 need not be submitted if already stated in the Articles

of Incorporation

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Additional Requirements

6. For Foundations: Notarized Certificate of Bank Deposit of the contribution of not less than P1,000,000.00; and

7. Statement of willingness to allow the Commission to conduct an audit

Section 4. Annual Submissions to the SEC. All registered foundations will submit

the following documents to SEC:

1. General Information Sheet [within thirty (30) calendar days after the stated annual stockholders’ meeting]

2. Audited Financial Statements which will include a sworn statement of its President and Treasurer on the following information that relates to the preceding fiscal year; a. Source and Amount of Funds b. Program/Activity Planned, ongoing and accomplished;

-Complete Name, Address and contact number of project officer-in-charge

-Complete address and contact number of project office

c. Application/Usage of Funds

RULE 2. OPERATION

Section. 1. Sources of Funds. The monthly source of fund will be the casino being

operated by the ECM licensee where two percent (2%) of the total gross gaming

revenue generated from non-junket tables will be set aside for the Foundation.

Monthly remittance will be made on or before the 10th day of the following month.

Funds from other sources may also from time to time be received in the form of

contributions, donations and endowments from persons, partnerships, corporations

and other entities and supporters thereof, whether domestic or foreign, and such

property as may be acquired by the foundation by deed, grant, device, bequest or

gifts.

All funds received will be deposited to the account of the Foundation in a reputable

banking institution regulated by the Bangko Sentral ng Pilipinas (BSP).

Section 2. Disbursements. Withdrawal of funds will be made thru issuance of

checks duly signed by the Treasurer and countersigned by the President. If

necessary, the Board of Trustees may designate other signatories. No withdrawal

will be authorized except for the amount stated in the Authority to Proceed issued by

PAGCOR for a specific project and for administrative purposes as stated in Rule 2

Section 3b of this IRG.

9

Section. 3. Utilization of Funds. The following will govern the usage of funds of the

Foundation:

a. Funds of the foundation will be principally used for the following activities: 1. Cultural Heritage

(a) Identification, protection, conservation, restoration, renovation, maintenance and revitalization of Cultural Heritage sites in the Philippines;

(b) Acquisition of movable cultural heritage and/or cost of acquisition, development and/or maintenance of immovable cultural heritage;

(c) Conduct of activities related to the preservation, safeguarding, and promotion of Cultural Heritage;

2. Education Infrastructure Uplift and improve public elementary, secondary and tertiary school

infrastructure with endorsement from the Department of Education,

Commission on Higher Education or other tertiary school authority

whichever is applicable;

3. Environment and Health (a) Rehabilitation of the Manila Bay, Pasig River and other natural

tributaries and water ways in Metro Manila; and (b) Quality healthcare services and infrastructure and medical

assistance to uplift communities, aligned with safeguarding the environment.

The Foundation may undertake the following projects without intermediation of a relevant government agency:

1. Distribution of medicines to individual beneficiaries in medically underserved areas as these areas may be determined and justified by the Foundation from time to time15

2. Distribution of relief goods to individual beneficiaries during calamities16

Allowable amount for items 1 and 2 shall not exceed a total of five hundred thousand pesos (Php500,000.00) per month, unless approved by PAGCOR.

3. Grants and Scholarships for cultural heritage programs17 4. Sponsorship of activities, researches and workshops for the

development and preservation of Filipino intangible cultural heritage18

15

For the purpose of fund allocation, expenses for this project shall be charged under the category,

“Environment and Health”. 16

For the purpose of fund allocation, expenses for this project shall be charged under the category,

“Environment and Health”. 17

For the purpose of fund allocation, expenses for this project shall be charged under the category, “Cultural

Heritage”. 18

For the purpose of fund allocation, expenses for this project shall be charged under the category, “Cultural

Heritage”.

10

Subject to a quarterly review, the budget allocation for the three focus areas will be as follows:

Cultural Heritage 25%

Education Infrastructure 50%

Environment and Health 25%

b. The annual administrative expenses of the Foundation shall not exceed Ten million pesos (Php10,000,000.00) or thirty percent (30%) of the total donations and gifts for the taxable year, whichever is lower.

c. No part of the asset, property or income which the Foundation may obtain as an incident to its operation shall be distributed as dividends to its members, trustees or officers subject to the provision of the Corporation Code on dissolution or shall inure to the benefit of any member, officer, organizer or any individual person.

d. Trustees shall not receive any compensation nor any type of remuneration in

cash or in kind for their services rendered as members of the Board of Trustees.

e. Any profit obtained by the Foundation as a result of its operation, whenever

necessary or proper shall be used for the furtherance of the purposes of the foundation as enumerated in the Articles of Incorporation, subject to the provision of Title XI of the Corporation Code of the Philippines.

f. No profits, dividends and/or income in cash or in kind shall be distributed by

the Board of Trustees nor inure to the benefit of any of its officers or members, organizer or any individual person, nor shall any individual member be entitled to any of the real or personal properties of the Foundation or a portion thereof, nor may any member, upon separation from the Foundation for any reason whatsoever, make a claim, demand for or receive any monies or properties for services rendered, funds, or property contributed to the Foundation.

g. Not later that the 15th day of the third month after the close of the accredited

nongovernment organizations taxable year in which contributions are received, the Foundation makes utilization directly for the active conduct of the activities constituting the purpose or function for which it is organized and operated, unless an extended period is granted by the Secretary of Finance in accordance with the rules and regulations to be promulgated, upon recommendation of the Commissioner. (RA No. 8424)

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Part

IV

DOCUMENTARY REQUIREMENTS OF PAGCOR

Section 1. Incorporation Papers. The following documents will be submitted to

PAGCOR upon incorporation of the Foundation:

1. Certificate of Incorporation from SEC 2. Copy of Articles of Incorporation duly stamped received by SEC 3. Copy of By-Laws duly stamped received by SEC

Section 2. Financial Records. The Foundation will maintain the necessary

financial records which are required by the different governing agencies of the

Philippines like the BIR or SEC.

Section 3. External Auditor. The Foundation will at its own expense engage the

services of an independent external auditor for the purpose of the audit of financial

position of the foundation.

Section 4. Monthly Submission. PAGCOR requires the submission of the

following monthly reports/documents from the foundation on or before the 20th day of

the succeeding month:

1. Monthly bank statement of account showing the funds received and the funds released

2. Report of Funds Received for the month 3. Report of Funds Released for the month summarized on a per project basis

Section 5. Annual Submission. PAGCOR requires that the annual submission of

the following documents pertaining to the Foundation:

1. General Information Sheet within thirty (30) calendar days after the stated annual stockholders’ meeting

2. Annual Plans and Programs of the Foundation 3. Audited Financial Statements duly stamped received by the BIR on or before

June 1 of the following year which will include a sworn statement of its

12

President and Treasurer on the following information that relates to the preceding fiscal year; a) Source and Amount of Funds b) Program/Activity Planned, ongoing and accomplished;

- Complete Name, Address and contact number of project officer-in-charge

- Complete address and contact number of project office c) Application/Usage of Funds

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Part

V

DISSOLUTION

The Foundation is co-terminus with the Provisional License or the Regular Casino

Gaming License. Subject to PAGCOR’s approval, all assets net of liabilities must be

fully applied to eligible projects as defined herein before the dissolution of the

Foundation; or conveyed and transferred to another non-stock, non-profit domestic

corporation organized for similar purpose or purposes as specified by the

corporation, or to the government of the Republic of the Philippines for public

purpose, at the option of the Foundation.

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Part

VI

FINAL PROVISIONS

Effectivity. This IRG will take effect upon approval by PAGCOR’s Board of Directors.

Annex A

Page 1 of 3

PROCEDURAL GUIDELINES FOR

PROJECTS WITH PARTNER GOVERNMENT AGENCY

I. PROJECT CONCEPT

The Foundation and Licensee propose to PAGCOR for approval the project

concept with the following information:

1. description of the project with significant details

2. relevant government agency partner

3. estimated cost and coverage

II. TECHNICAL WORKING GROUP

If the project concept is approved, a Technical Working Group (TWG) must be

created, composed of at least one representative each from PAGCOR, Licensee,

Foundation and the relevant government agency. The TWG will determine the

general specifications of the materials, area survey, cost estimates and other

technical details of the proposed project.

III. MEMORANDUM OF AGREEMENT

A Memorandum of Agreement (MOA) will be executed between the parties which

include the Licensee, Foundation, relevant government agency and/or local

government unit.

The following will be the main obligations of the parties:

1. Licensee will coordinate with the Foundation and give consent to implement the project.

2. Foundation will secure the necessary approval from PAGCOR, facilitate the funding of the project, oversee the implementation of the project and turning over the project to the government agency.

3. Relevant Government Agency a. refers to the government body in charge of education, health,

environment, tourism and the like, such as Department of Education, Department of Health, Department of Environment and Natural Resources, Department of Tourism and Local

Annex A

Page 2 of 3

Government Unit as may be relevant, who will be the owner of the project and the site.

b. In cases where the site of the project is owned by a different government agency, the government agency which owns the site, such as the LGU, will also be made a party to the MOA.

Sample MOAs are attached as follows:

Form A.1 – Sample MOA for the construction of a school building

Form A.2 – Sample MOA for the construction of a hospital building

Form A.3 – Sample MOA for the donation of equipment

IV. AUTHORITY TO PROCEED

Pre-requisites for the issuance of an Authority to Proceed (ATP) to be submitted

to PAGCOR are:

1. Duly signed MOA among Licensee, Foundation, relevant government

agency, and site owner, if applicable with supporting documents;

2. Letter request from Licensee and Foundation for issuance of the ATP.

The request is presented to the PAGCOR Board of Directors for approval to issue the ATP to the Licensee and Foundation duly signed by the President and Chief Operating Officer. A sample ATP is attached as Annex C.1.

V. CERTIFICATE OF CREDIT

Upon completion of the project, the Licensee and the Foundation submit the

following to PAGCOR:

1. Final Report to include:

a. description of the completed project,

b. total cost spent against budget stated in the ATP,

2. Proof of Completion:

Turnover document from contractor to Foundation

Certificate of Acceptance by the government agency (Form A.4)

3. Proof of deposit to the Foundation account of unused project fund, if any;

and

4. Request letter from Licensee and Foundation for issuance of Certificate of

Credit

Annex A

Page 3 of 3

PAGCOR conducts compliance verification to confirm project completion. The

Compliance Verification Checklist is attached as Annex D.1. Once verification is

complete and the project requirements are fulfilled, the request for issuance of

Certificate of Credit is presented to the PAGCOR Board of Directors for approval.

Upon approval, PAGCOR issues a Certificate of Credit duly signed by the

President and Chief Operating Officer. The actual amount spent is credited as

the Licensee’s compliance to Article IV, Section 20 of the Provisional License. A

sample Certificate of Credit is attached as Annex E.

Foundation/Licensee PAGCOR

FLOWCHART FOR PROCEDURAL GUIDELINES FOR

PROJECTS WITH GOVERNMENT AGENCY

Foundation prepares the Memorandum of Agreement (MOA) for project funding.

PAGCOR Board presented with request and issues Authority to Proceed.

Foundation and the Licensee forward MOA to PAGCOR together with letter requestfor issuance of Authority to Proceed.

Authority to Proceed

MOA between Licensee, Foundation, relevant government agency and/or LGU

Letter Request for issuance of Authority to ProceedMOA3 between Licensee,

Foundation, relevant government agency and/or LGU


Foundation proceeds with the release of funds for the conduct of the project.

2 The Technical Working Group (TWG) is composed of representatives from Licensee, Foundation, PAGCOR and/or relevant government agency. TWG must determine the general specifications of the materials, area survey, cost estimates and other technical details.

Upon completion of the project, Foundation and Licensee submit to PAGCOR a final report together with Proof of completion and request for issuance of Certificate of Credit

Project Final Report 4

Project Concept Proposal Project Concept Proposal 1

3 MOA will be executed between Licensee, Foundation, relevant government agency, and/or local government unit. MOA must contain the following information: Project Description, Milestone/Timeline, Design/Drawings and Estimated Cost with breakdown.

Proof of Completion 5

PAGCOR conducts compliance verification and presents to the Boardthe report on completion of the Project and request for the issuance of the Certificate of Credit

Certificate of Credit Certificate of Credit

Letter Request for issuance of Certificate of Credit

Create TWG2 for the project .

PAGCOR Board presented with project concept

Project Concept Approval Project Concept Approval

5 Proof of Completion

1. Turnover document from contractor to Foundation2. Certificate of Acceptance from the government agency

4 Project Final ReportTo include the following:1. Description of the completed project2. Total Cost Spent against Budget stated in the ATP

Foundation and Licensee submits project concept proposal to PAGCOR for approval

1 Project Concept Proposal includes:1. description of the project2. relevant government agency partner, 3. estimated cost and coverage

Annex B

Page 1 of 3

PROCEDURAL GUIDELINES FOR

PROJECTS WITHOUT INTERMEDIATION OF A GOVERNMENT AGENCY

I. PROJECT CONCEPT

The Foundation and Licensee propose to PAGCOR for approval the project

concept with the following information:

For distribution of medicines and relief goods:

1. Project details (i.e. items for distribution and estimated cost)

2. Covered area or community

3. Target distribution date

4. Target beneficiaries

Allowable amount for these purposes shall not exceed a total of five hundred

thousand pesos (Php500,000) per month, unless approved by PAGCOR.

For grants, scholarship and sponsorships:

1. Description of the project

2. Fields and level of study

3. Cost coverage (i.e. tuition fees, miscellaneous expenses, allowances

or stipend; sponsorship packages, research grants, workshop)

4. Target beneficiaries

II. TECHNICAL WORKING GROUP

If the project concept if approved, a Technical Working Group (TWG) must be

created, composed of at least one representative each from PAGCOR, Licensee,

and Foundation. The TWG will determine the mechanics and cost of the

proposed project.

III. MEMORANDUM OF AGREEMENT

A Memorandum of Agreement (MOA) will be executed between the Licensee

and the Foundation.

The following will be the main obligations of the parties:

1. Licensee will coordinate with the Foundation and give consent to

implement the project.

Annex B

Page 2 of 3

2. Foundation will secure the necessary approval from PAGCOR, facilitate

the funding and implementation of the project, and distribute the items to

the beneficiaries.

The Foundation will execute an Undertaking to reinstate the disbursed

amount in full if the Commission on Audit (COA) successfully challenges

the use of Foundation funds for distribution of medicines to underserved

areas and relief goods during calamities in the future.

Refer to sample formats:

Form B.1 – Sample MOA for donation of ancillary supplies

Form B.2 – Sample MOA for scholarships and grants

Form B.3 - Undertaking

IV. AUTHORITY TO PROCEED

Pre-requisites for the issuance of an Authority to Proceed (ATP) to be submitted

to PAGCOR are:

1. Duly signed MOA between Licensee and the Foundation with supporting

documents; and

2. Letter request from Licensee and Foundation for issuance of the ATP.

The request is presented to the PAGCOR Board of Directors for approval to issue the ATP to the Licensee and Foundation duly signed by the President and Chief Operating Officer. A sample ATP is attached as Annex C.2.

V. CERTIFICATE OF CREDIT

Upon completion of the project, the Licensee and the Foundation submit the

following to PAGCOR:

1. Final Report to include:

a. description of the completed project, and

b. total cost spent against budget stated in the ATP

2. Proof of Completion:

Acknowledgement receipt from the beneficiaries / scholars

3. Proof of deposit to the Foundation account of unused project fund, if any;

and

4. Request letter from Licensee and Foundation for issuance of Certificate of

Credit

Annex B

Page 3 of 3

PAGCOR conducts compliance verification to confirm project completion. The

Compliance Verification Checklist is attached as Annex D.2. Once the

verification is complete and project requirements are fulfilled, the request for

issuance of Certificate of Credit is presented to the PAGCOR Board of Directors

for approval.

Upon approval, PAGCOR issues a Certificate of Credit duly signed by the

President and Chief Operating Officer. The actual amount spent is credited as

the Licensee’s compliance to Article IV, Section 20 of the Provisional License. A

sample Certificate of Credit is attached as Annex E.

Foundation/Licensee PAGCOR

FLOWCHART FOR PROCEDURAL GUIDELINES FOR

PROJECTS WITHOUT INTERMEDIATION OF A GOVERNMENT AGENCY

Foundation prepares the Memorandum of Agreement (MOA) for project funding.

PAGCOR Board presented with request and issues Authority to Proceed.

Foundation and the Licensee forward MOA to PAGCOR together with letter requestfor issuance of Authority to Proceed.


MOA between Licensee and Foundation with Undertaking

Letter Request for issuance of Authority to ProceedMOA3 between Licensee and

Foundation with Undertaking


Foundation proceeds with the release of funds for the conduct of the project.

2 The Technical Working Group (TWG) is composed of representatives from the Licensee, the Foundation and PAGCOR. TWG will determine the mechanics and cost of the proposed project.

Upon completion of the project, Foundation and Licensee submit to PAGCOR a final report, proof of completion and request for issuance of Certificate of Credit

Project Final Report 4

Project Concept Proposal Project Concept Proposal 1

3 MOA will be executed between Licensee and Foundation to contain the mechanics and cost of the project together with an Undertaking executed by the Foundation.

Proof of Completion 5

PAGCOR conducts compliance verification and presents to the Boardthe report on completion of the Project and request for the issuance of the Certificate of Credit

Certificate of Credit Certificate of Credit

Letter Request for issuance of Certificate of Credit

Create TWG2 for the project .

PAGCOR Board presented with project concept

Project Concept Approval Project Concept Approval

5 Proof of Completion

Acknowledgement Receipt from the beneficiaries/scholars

4 Project Final ReportTo include the following:1. Description of the completed project2. Total Cost Spent against Budget stated in the ATP

Foundation and Licensee submit project concept proposal to PAGCOR for approval

1 Project Concept Proposal includes:For distribution of medicines and relief goods:1. Project details (i.e. items for distribution and estimated cost)2. Covered area or community3. Target distribution date4. Target beneficiaries

For grants, scholarship and sponsorships:1. Description of the project2. Fields and level of study3. Cost coverage (i.e. tuition fees, miscellaneous expenses, allowances or stipend; sponsorship packages, research grants, workshop)4. target beneficiaries

Projects are limited to the following: 1. Distribution of medicines in medically underserved areas2. Distribution of relief goods during calamities

Allowable amount for these purposes shall not exceed a total of Php500,000 per month, unless approved by PAGCOR.

3. Grants and scholarships for cultural heritage programs4. Sponsorship of activities, reaserches and workshops for the development and preservation of Filipino intangible cultural heritage

Annex C.1 ATP Template

Project with Government Agency

Date ADRESSEE OF LICENSEE/FOUNDATION Position FOUNDATION NAME LICENSEE NAME Address

Subject : AUTHORITY TO PROCEED (ATP)

Project : NAME OF PROJECT Address Dear Addressee: The Memorandum of Agreement (“MOA”) between the Licensee, Foundation, Government Agency, and LGU (if land owner is not the Government Agency) having been duly signed and executed for the brief description of project at Name of Project, Address (hereafter referred to as the “Name of Project”), the Philippine Amusement and Gaming Corporation (PAGCOR), hereby: A. Issues this Authority to Proceed to Licensee and Foundation to undertake the

Name of Project. B. Authorizes the release of funds amounting to Pesos: Amount in Words

(Amount in Figures). An additional fund not to exceed 5% of the total cost in the amount of Pesos: Amount in Words (Amount in Figures) is allocated for duly approved change orders in the course of construction.

C. Upon acceptance of the completed project by Government Agency, authorizes the credit of the amount of Pesos: Amount in words (Amount in Figures) or the actual amount spent, whichever is lower, as Licensee’s compliance with Article IV, Section 20 of the Provisional License and Part III, Rule 2, Section 3.a of the Implementing Rules and Guidelines of Foundations for the Restoration of Cultural Heritage. In case of non-completion of the Name of Project for reason/s not attributable to the fault or negligence of Licensee and Foundation, PAGCOR shall credit the actual amount spent or disbursed for the Project as certified and accepted by (Government Agency).


Project with Government Agency

All terms and conditions specified under the MOA are hereby adopted in full and made an integral part of this Authority to Proceed. The parties to the MOA shall be responsible for fulfilling and performing their respective warranties and obligations under the terms and conditions of the MOA and this Authority to Proceed.

Very truly yours,

JORGE V. SARMIENTO President and COO


Project without Intermediation of a Government Agency

Date ADRESSEE OF LICENSEE/FOUNDATION Position FOUNDATION NAME LICENSEE NAME Address

Subject : AUTHORITY TO PROCEED (ATP)

Project : NAME OF PROJECT Address Dear Addressee: The Memorandum of Agreement (“MOA”) between the Licensee and the Foundation having been duly signed and executed for the brief description of project at Name of Project, Address (hereafter referred to as the “Name of Project”), the Philippine Amusement and Gaming Corporation (PAGCOR), hereby: A. Issues this Authority to Proceed to Licensee and Foundation to undertake the

Name of Project. B. Authorizes the release of funds amounting to Pesos: Amount in Words

(Amount in Figures).

C. Upon acceptance by the (beneficiaries), authorizes the credit of the amount of Pesos: Amount in words (Amount in Figures), as Licensee’s compliance with Article IV, Section 20 of the Provisional License and Part III, Rule 2, Section 3.a of the Implementing Rules and Guidelines of Foundations for the Restoration of Cultural Heritage. In case of non-completion of the Name of Project for reason/s not attributable to the fault or negligence of Licensee and Foundation, PAGCOR shall credit the actual amount spent or disbursed for the Project as certified and accepted by (Beneficiaries).


Project without Intermediation of a Government Agency

All terms and conditions specified under the MOA are hereby adopted in full and made an integral part of this Authority to Proceed. The parties to the MOA shall be responsible for fulfilling and performing their respective warranties and obligations under the terms and conditions of the MOA and this Authority to Proceed.

Very truly yours,

JORGE V. SARMIENTO President and COO

Annex D.1

Compliance Verification Checklist for Projects with Government Agency

Date:

Review of Foundation Final Report upon completion of the project

FOUNDATION

MBHFI BCFI MCPFC

Name of Project:

Address:

Brief Description:

ATP Amount:

COST VS. BUDGET

ACCOUNT RECONCILIATION

Date Amount Payee Account Reference Month verified

PROOF OF COMPLETION

Turnover Documents

Contractor/Supplier to Foundation

Foundation to Recipient (Certificate of Acceptance)

Government Agency Beneficiary:

UNUSED FUNDS

Deposit to Foundation Account None

RECOMMENDATION

Endorse for BOD Approval on Issuance of Certificate of Credit

For completion of documents

NEXT ACTION:

Reviewed By: Endorsed By:

Official Receipts No.

BUDGETITEM ACTUAL COST VARIANCE

Philippine Amusement & Gaming Corporation

A Sure Bet for Progress in Gaming, Entertainment and Nation Building


FOUNDATION PROJECTS WITH GOVERNMENT AGENCY

COMPLIANCE VERIFICATION CHECKLIST

Annex D.2

Compliance Verification Checklist for Projects without Intermediation of a Government Agency

Date:

Review of Foundation Final Report upon completion of the project

FOUNDATION

MBHFI BCFI MCPFC

Name of Project:

Location:

Brief Description:

ATP Amount:

COST VS. BUDGET

ACCOUNT RECONCILIATION

Date Amount Payee Account Reference Month verified

PROOF OF COMPLETION

Turnover Documents

Foundation to Beneficiaries/Scholars (Acknowledgement Receipt)

UNUSED FUNDS

Deposit to Foundation Account None

RECOMMENDATION

Endorse for BOD Approval on Issuance of Certificate of Credit

For completion of documents

NEXT ACTION:

Reviewed By: Endorsed By:

Philippine Amusement & Gaming Corporation

A Sure Bet for Progress in Gaming, Entertainment and Nation Building


FOUNDATION PROJECTS WITHOUT INTERMEDIATION OF A GOVERNMENT AGENCY

COMPLIANCE VERIFICATION CHECKLIST

Official Receipts No.

BUDGETITEM ACTUAL COST VARIANCE

Annex E Certificate of Credit Template

Date ADDRESSEE OF FOUNDATION/LICENSEE Position FOUNDATION NAME LICENSEE NAME Address

Subject : CERTIFICATE OF CREDIT

Project : NAME OF PROJECT

Dear Addressee: Philippine Amusement and Gaming Corporation (PAGCOR), hereby: A. Acknowledges the completion of the Name of Project undertaken by Foundation

and Licensee. B. Authorizes the credit of the amount of Pesos: Amount in Words (Amount in

Figures) as Licensee’s compliance with Article IV, Section 20 of the Provisional License and Part III, Rule 2, Section 3.a of the Implementing Rules and Guidelines of Foundations for the Restoration of Cultural Heritage.

Very truly yours,

JORGE V. SARMIENTO President and COO cc: The Senior Manager, CCRU-GLDD

Form A.1 Sample MOA for the construction of a School building

1

MEMORANDUM OF AGREEMENT (For the Construction of a [no. of] Storey, [No. of ] Classroom Building

located at[Name of School], [Place of Project] ) KNOW ALL MEN BY THESE PRESENTS:

This Agreement entered into this [__] day of [Month] Year, in the City of [Place of Project], by and among:

DEPARTMENT OF EDUCATION (“DepEd”), a government agency duly organized and existing pursuant to Republic Act No. 9155 of the Republic of the Philippines, with principal address located at the DepEd Complex, Meralco Avenue, Pasig City, Philippines, represented by its Secretary, Br. ARMIN A. LUISTRO FSC;

-and- [NAME OF THE FOUNDATION] (the “Foundation”), a corporate foundation duly organized and existing under the laws of the Republic of the Philippines with principal address at [ADDRESS] , and represented by its[Position of Representative], [Name of Representative];

-and-

[NAME OF LICENSEE] (the “Licensee”), a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal address at [ADDRESS] , and represented by its[Position of Representative], [NAME OF REPRESENTATIVE];

-and- THE CITY OF[PLACE OF PROJECT], a local government unit, duly organized and existing pursuant to the laws of the Republic of the Philippines, with principal address at [ADDRESS] , represented by its Mayor, Hon. [NAME OF MAYOR]


2

WITNESSETH THAT:

WHEREAS, Article XIV of the Constitution of the Philippines states that “The State shall protect and promote the right of all citizens to quality education at all levels, and shall take appropriate steps to make such education accessible to all”;

WHEREAS, President Benigno S. Aquino III identified in his State of the Nation Address on 23 July 2012 that government funds will not be enough to meet the needs of governmental programs for education;

WHEREAS, DepEd, the government agency with the authority, accountability and responsibility for ensuring access to, promoting equity in, and improving the quality of basic education, also identified that there is a shortage of school rooms for public schools in the Philippines due to the lack of availability of public funds;

WHEREAS, [Name of Licensee] (the “Licensee”), a licensee of the Philippine Amusement and Gaming Corporation (“PAGCOR”), has incorporated and registered the Foundation, and set aside funds therefor for the restoration of cultural heritage, in compliance with its Provisional License dated [Date of License] (hereinafter, the “License”); WHEREAS, DepEd has identified the construction of a [No of]Storey [No. of] Classroom Building in [Name of School], [Address of School] (the “Project”), which is particularly described in Annex “A” hereof, as one of the viable school projects that the Foundation can undertake consistent with the License;

WHEREAS, the Licensee and the Foundation have agreed to undertake the Project, and, in pursuance of the same, DepEd has secured a Certification dated [insert date] (Annex “B”) from the City of [place of project] declaring that the latter interposes no objection to the Project;

WHEREAS, in view of the foregoing, and in line with the constitutional

pronouncement to protect and promote the rights of all citizens to quality education and in order to help address the acute deficiency in school rooms, the Licensee and the Foundation have agreed, with the approval and consent of PAGCOR, to fund the Project in cooperation with DepEd, subject to the terms and conditions hereinafter set forth;

NOW THEREFORE, for and in consideration of the foregoing

premises, the parties hereby agree and covenant as follows:


3

SECTION I THE PROJECT

The Project shall consist of the construction of a [no. of ]Storey, [no. of ] Classroom Building, on a portion of the property presently occupied and used by DepEd as [name of school], situated along, [insert complete address], and covered by Certificates of Title No. [insert TCT No/s., if any or any evidence for the right to use property] registered in the name of the [name of owner], and more particularly described in Annexes “A” to “I” which are made integral parts of this Agreement. The Foundation agrees to fund the Project at the cost of Pesos: [insert total project cost] , and an additional contingency fund not to exceed five percent (5%) of the total Project Cost or amounting to Pesos: [insert computed 5% based on project cost]. The contingency fund is allocated for change orders in accordance with the coverage of the Contingency Fund enumerated in Annex “A”.

SECTION II OBLIGATIONS AND UNDERTAKINGS OF THE PARTIES

The Parties warrant to perform the following obligations and

undertakings:

1. The Licensee shall coordinate with the Foundation and give consent, as may be necessary and reasonable, for the proper implementation of the Project, subject to and in accordance with the laws, rules, procedures, by-laws and guidelines applicable to or imposed upon the Licensee;

2. The Foundation shall:

a. Secure the Authority to Proceed from PAGCOR, and accomplish such other forms as may be required by PAGCOR, in relation to the Project. For avoidance of doubt, the Parties agree that the obligations herein are subject to the issuance of PAGCOR’s Authority to Proceed which shall allow the Foundation to disburse the funds in accordance with the cost stated in Section I hereof;

b. Upon PAGCOR’s issuance of Authority to Proceed, fund the construction of the Project in accordance with the cost stated in Section I hereof;

c. Give all notices and use its reasonable efforts to cause its

contractors and consultants to comply with all legal requirements for the construction and completion of the Project;

d. In coordination with a third-party contractor:


4

i. Facilitate the funding of the construction of the Project; ii. Coordinate and assist in the bidding process, as may be

applicable, in contracting the services of construction company/ies for the Project;

iii. Collate and coordinate the requirements with a third-party

contractor for the construction and completion of the Project, such as the building design, lay-out, cost estimate and technical pre-requisites, consistent with DepEd’s standards and specifications or as may be agreed upon in this Agreement;

iv. Undertake on-site development and provide the

infrastructure requirements for the Project as it may deem fit;

v. Comply with the validly subsisting and published

development restrictions, zoning ordinances and all other pertinent government standards, such as, but not limited to, rules and regulations enforced pursuant to the National Building Code and the Fire Code; and

vi. Take charge of regularly monitoring the progress of the

construction of the Project; 3. DepEd shall:

a. Identify the site of the Project and ensure that said site is a property of DepEd or has been made available by the owner for DepEd’s school program, and give concurrence to the Foundation’s construction and completion of the Project;

b. Procure the Local Government Unit and/or site’s owner’s

commitment to the use of the site for the Project;

c. Assist the Foundation and/or its third-party contractor in securing all other required permits, licenses and certificates from all concerned government agencies, including but not limited to construction, excavation, fencing, building and occupancy permits, to allow the Foundation to construct and complete the Project, provided that no cost shall be shouldered by the Foundation and/or its third party contractor in securing the said permits;

d. Provide the necessary Architectural, Electrical, Sanitary and

Plumbing, and Fire Protection Plans for the project, consistent with the Educational Facilities Manual of DepEd;


5

e. Authorize the construction of the Project based on the specifications contemplated in this Agreement; and

f. Coordinate with the Foundation and/or its third-party contractor,

in connection with the structural, legal and documentary requirements for the construction of the Project;

g. Accept the completed Project and execute the corresponding

“Deed of Acceptance”; h. Upon acceptance of the project, certify that the amount of

Pesos: [insert total project cost] or the actual amount spent was disbursed by the Licensee and the Foundation for the Project. For this purpose, DepEd hereby warrants that it shall certify that the total amount spent by the Licensee and the Foundation on the Project is deemed disbursed by them for the Project in the event the Project is not completed for reasons not attributable to the fault or negligence of the Licensee or the Foundation;

i. Assume responsibility for the completed Project’s proper

management, maintenance, repairs, care and other expenses, such as but not limited to, power and water consumption charges, for the constructed schoolrooms;

j. Provide the educators, professionals and support staff needed

for the operation of the schoolrooms; and,

k. Provide the schoolrooms’ desks/armchairs, books and other educational materials and paraphernalia.

4. The [insert LGU for place of project] shall:

a.) Assist DepEd, the Foundation and/or the third-party contractor, in connection with the structural, legal and documentary requirements for the construction and completion of the Project;

b.) Assist the DepEd, the Foundation and/or the third-party

Contractor in securing all required local permits, licenses and certificates, including but not limited to construction, excavation, fencing, building and occupancy permits, to allow the Foundation to construct, complete and turn-over the Project; and

c.) Warrant and ensure peaceful delivery, as well as peaceful and

continuous occupancy, of the Project Site for the purposes of construction and completion of the Project and for legitimate purposes relating to school operations.


6

SECTION III TERM OF THE AGREEMENT

The term of this Agreement shall be effective upon the issuance by

PAGCOR of the Authority to Proceed and shall continue to be effective unless otherwise terminated by a party through written notice to the other Parties. Provided, that if a party has fully complied with its obligations and undertakings under this Agreement, the obligations and undertakings under this Agreement as to the Party concerned is considered fulfilled and the Agreement as to the Party concerned is terminated.

SECTION IV

WARRANTIES AND REPRESENTATIONS OF THE PARTIES

Each party hereby represents and warrants to the other parties that: a. It has full and complete corporate and legal power or authority to enter

into this agreement and to deliver and perform its obligations and undertakings hereunder according to the terms of this agreement, and that it has all the necessary corporate, legal and/or other actions to authorize its entry into and performance of this Agreement;

b. This Agreement constitutes all valid, legal and binding obligations of

the parties enforceable in accordance with its terms and conditions, and the party shall do and procure such acts or formalities as may be necessary to perfect consent to this Agreement;

c. The execution of this Agreement does not and will not contravene any

provision of its articles of incorporation and by-laws or any other constitutive documents, any applicable laws and regulation of the jurisdiction of its incorporation or organization, and does not and will not conflict with or result in any breach of any contract, agreement or other obligation to which it may be bound; and,

d. The signatories to this Agreement warrant that they are the duly

authorized representatives of the aforementioned Parties or have been specifically authorized to enter into this Agreement on behalf of the Parties.

SECTION V MODIFICATIONS

a. No modifications of and/or amendments to this Agreement shall be

valid unless the same is made in writing and signed by the authorized representatives of all the Parties to signify mutual agreement;


7

b. No waiver of any provision of this Agreement shall be valid unless made in writing and signed by the authorized representative of all the Parties to signify mutual consent to the modification;

c. Any failure of any Party at any time to insist upon strict performance of

any condition, promise, agreement, or understanding as set forth herein shall not be construed as a waiver or relinquishment of the right of the party to insist upon strict performance of the same or other condition, promise, agreement, or understanding at a future time;

d. No failure or delay on the part of either party in exercising any power or

right hereunder shall operate as a waiver thereof nor shall a party’s knowledge of, or acquiescence to, any breach of any terms or conditions of this Agreement constitute a waiver of such terms or conditions; and

e. No waiver by any party of a breach of any term or condition of this

Agreement shall constitute a waiver of any subsequent breach of the same or any other term or condition, nor shall any single or partial exercise of such right or power preclude any other or further exercise thereof or the exercise of any other right or power conferred therein.

SECTION VI ASSIGNMENT OF RIGHTS

Any assignment of rights, obligations or interest under this Agreement

shall not be valid without prior written and express consent of all the Parties.

SECTION VII BINDING EFFECT

All rights, obligations and conditions under this Agreement shall be

binding upon, and inure to the benefit of, the Parties and their representatives, successors and assigns. Nothing herein shall be construed as to create a relationship of partnership, joint venture, or agency between the parties hereto and no agent, employee or contractor of either of the parties shall be deemed to be an agent, employee or contractor of the other.

SECTION VIII MUTUAL TRUST AND SETTLEMENT OF DISPUTES

The Parties agree to act in good faith and fidelity in exercising their

rights and obligations and to mutually lend to one another maximum assistance and cooperation to the end that the purpose and objectives of this


8

Agreement are achieved expeditiously and harmoniously. The Parties further agree to execute such other implementing agreements and instruments and do such other acts as may be necessary to implement the intent of this Agreement.

The Parties manifest that they would first meet, confer and sit down together for the purpose of exploring all avenues and/or possibilities to amicably settle whatever disputes, differences, controversies or issues that may arise in connection with any of the terms and conditions of this Agreement.

In case there is a failure to amicably settle the dispute, difference, controversy or issue, the Parties hereby agree that any material violation or omission of any of the provisions of this Agreement shall be ground for the cancellation or rescission of the same, with due notice to the other Party, without need for legal or court action.

SECTION IX FORCE MAJEURE

Neither party will be liable for non-performance due to Force Majeure

provided that there has been no delay yet on the part of the party raising the application of Force Majeure.

Force Majeure shall include, but not be limited to, strikes, accidents, natural disaster, and other fortuitous events.

SECTION X CONFIDENTIALITY

Save in cases when required to be disclosed by law, regulation, or any

governmental or competent regulatory authority, the Parties may NOT divulge/reveal any confidential information pertaining to or relating to the other party.

Confidential information shall mean any non-public information of a Disclosing Party including, but not limited to, business plans, products, technical data, specifications, documentation, rules and procedures, contracts, presentations, know-how, product plans, business methods, product functionality, services, data, customers, markets, competitive analysis, databases, formats, methodologies, applications, developments, inventions, processes, payment, delivery and inspection procedures, drawings, algorithms, formulas, or information related to engineering, marketing, or finance.

This confidentiality shall not be affected by this agreement’s expiration, termination or nullification.


9

SECTION XI

NOTICE

All notices and communications by one Party to the other shall be in English and shall be in writing, delivered by hand, reputable courier, facsimile transmission, or electronic mail, at the address indicated below, or at such address as each Party may subsequently provide to the other Party: For the DEPARTMENT OF EDUCATION:

Address: OFFICE OF THE SECRETARY

DepEd Complex, Meralco Avenue Pasig City, Philippines

Attention: HON. BR. ARMIN A. LUISTRO FSC Telephone: [insert telephone number ] Facsimile: [insert fax number ] E-mail: [insert email address ]

For the [insert place of project]

Address: OFFICE OF THE CITY MAYOR [complete address of city hall]

Attention: [Name of Mayor] Telephone: [insert telephone number] Facsimile: [insert fax number] E-mail: [insert email address]

For [NAME OF FOUNDATION]:

Address: [COMPLETE ADDRESS] Attention: [NAME OF OFFICIAL REPRESENTATIVE] Designation: [DESIGNATION] Telephone: [Telephone Number] Fax: [Fax number] Email: [email address]

For [NAME OF LICENSEE]:

Address: [COMPLETE ADDRESS] Attention: [NAME OF OFFICIAL REPRESENTATIVE] Designation: [DESIGNATION] Telephone: [Telephone Number] Fax: [Fax Number] Email: [email address]


10

SECTION XII INDEMNITY

DepEd shall hold the Licensee and the Foundation, as well as any of

its subsidiaries and affiliates free and harmless, and shall indemnify the latter, its stockholders, directors, officers and employees, against any liability/damage whatsoever or any lawsuit arising, directly or indirectly, from DepEd’s representations as to the specifications of the Project (e.g., location, Site Development Plan, etc.), breach, negligence or willful misconduct in the performance of its obligations and undertakings in this Agreement or of its officers, employees, representatives and/or agents.

SECTION XIII

HEADING

Headings to clauses in this Agreement are for ease of reference only and do not affect the interpretation of this Agreement.

SECTION XIV SEVERABILITY

If one or more provisions of this Agreement shall be held invalid, illegal

or unenforceable, the remaining provisions shall remain in, and shall be given, full force and effect.

SECTION XV TERMINATION

Either Party may terminate this Agreement with just cause subject to

prior notice of thirty (30) days to the other party.

Either Party may terminate this Agreement with immediate effect due to breach or violation of a material provision herein by the other.

SECTION XVI INTEGRATION CLAUSE

This Agreement, along with any exhibit, appendix, addendum,

schedule and amendment hereto, encompasses the entire Agreement of the Parties, and supersedes all previous understandings and agreements between them, whether oral or written. The Parties hereby acknowledge and represent, by affixing their hands and seals hereto, that they have not relied on any representation, assertion, guarantee, warranty, collateral agreement or other assurance, except those set out in this Agreement, made by or on behalf of any other party or any other person or entity whatsoever, prior to the


11

execution of this Agreement. The Parties hereby waive all rights and remedies, at law or in equity, arising or which may arise as the result of a party’s reliance on such representation, assertion, guarantee, warranty, collateral agreement or other assurance, provided that nothing herein contained shall be construed as a restriction or limitation of said party’s right to remedies associated with the gross negligence, willful misconduct or fraud of any person or party taking place prior to, or contemporaneously with, the execution of this Agreement.

IN WITNESS WHEREOF, we have hereunto set our hands on the date and place first mentioned.

HON. BR. ARMIN A. LUISTRO FSC Department Secretary

DEPARTMENT OF EDUCATION

NAME OF REPRESENTATIVE [Designation]

[Foundation Name]

Name of Mayor Mayor

[Place of Project]


[Licensee Name]

Witnessed by:

NAME OF WITNESS Undersecretary


NAME OF WITNESS Designation

Name of Foundation/Licensee


Place of Project


12

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES

)

CITY OF ………………………………

) S.S.

BEFORE ME, a Notary Public, at the above-stated locality, on this [___] day of [_____] YEAR, personally appeared the following:

NAME Gov’t. Issued ID Place and Date of issue

who have presented to me an integrally complete MEMORANDUM OF AGREEMENT consisting of [no. of] pages, including this acknowledgment page, and are personally known to me or identified by me through competent evidence of their identities as the same persons they purport to be, and represented to me that their signatures on the foregoing Agreement were voluntarily affixed by them and that the same is their own respective free and voluntary act and deed with authority to sign in that capacity as well as the free act and deed of the corporations and individuals they represent, and they further swear under oath to the truth of the contents of the said Agreement, under penalty of law. WITNESS MY HAND AND SEAL, on the date and at the place above-written.

NOTARY PUBLIC

Doc. No.

: …..

Page No.

: …..

Book No.

: …..

Series of YEAR.

Form A.2 Sample MOA for the construction of a hospital building

1

MEMORANDUM OF AGREEMENT (For the Construction of a Hospital Building as Name of Hospital located

at Address) KNOW ALL MEN BY THESE PRESENTS:

This Agreement entered into this [__] day of [Month] Year, in the City of [Place of Project],by and among:

DEPARTMENT OF HEALTH (“DOH”), a government institution organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal address located at the San Lazaro Compound, Rizal Avenue, Sta. Cruz, 1003 Manila, Philippines, represented by its Secretary, NAME OF DEPARTMENT SECRETARY;

-and- NAME OF FOUNDATION (the “Foundation”),a non-stock non-profit corporation duly organized and existing under the laws of the Republic of the Philippines with principal address at (Address), and represented by its Designation, NAME OF REPRESENTATIVE;

-and-

NAME OF LICENSEE (the “Licensee”), a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal address at (Address), and represented by its Designation, NAME OF REPRESENTATIVE;

WITNESSETH THAT:

(Insert WHEREAS CLAUSES) NOW THEREFORE, for and in consideration of the foregoing



2


The Project shall consist of the construction of a hospital, identified as NAME OF HOSPITAL located at ADDRESS. The Foundation agrees that the amount of Philippine Pesos: Amount in words (PhP Amount in Figures) shall be used to partly fund the Project. The Donated Fund shall be used exclusively for the construction of Hospital, in accordance with the concept drawings, basic description and specifications set forth in Annex “C” (TECHNICAL PLANS AND SPECIFICATIONS) attached hereto and made an integral part hereof (the “Project”), which shall be completed within two (2) years from the commencement of construction. DMCI shall be the contractor for the portion of the Project funded by the Foundation, subject to Republic Act No. 9184 and its implementing rules and regulations, as may be applicable.



undertakings:




b. Upon PAGCOR’s issuance of Authority to Proceed, fund the construction of the Project in accordance with the cost stated in Section I hereof;

c. Deposit the Donated Fund to the special trust account opened

by DOH with the Land Bank of the Philippines where the deposit is specifically earmarked for the Project; and


3

d. Inspect and examine the records pertaining to the Project and the construction on-site, to verify compliance with the terms of this MOA.

3. DOH shall:

a. Disburse the Fund on installment basis, after full utilization of the DOH Fund stated in Section II 3.a, in accordance with the cash flow schedule attached hereto and made an integral part hereof as Annex “D” (CASH FLOW SCHEDULE).

b. Shoulder any additional costs for any variations to the Project; c. Represent, warrant and covenant that it is the absolute and legal

owner of the Project Site, and has full rights, title and interests therein;

d. Undertake to clear any liens, encumbrances, and claims existing

on the lots covering the Project Site and perfect title thereto; e. Warrant and ensure peaceful delivery, as well as peaceful and

continuous occupancy, of the Project Site for the purposes of construction and completion of the Project and for legitimate purposes relating to medical center operations.

f. Provide an alternative site of the same area and specifications

as the original Project Site, if title to the lots covering the Project Site cannot be perfected by DOH for whatever reason, subject to prior consultation and approval of the Foundation;

g. Upon full utilization of the DOH Fund, open a special trust

account with the Land Bank of the Philippines, in which the Donated Fund shall be deposited and specifically earmarked for the Project;

h. Issue official receipts for amounts received from the Foundation; i. Agree that the Foundation shall have naming and branding

rights to the Project in recognition of its humanitarian efforts in the rehabilitation of the EVRMC;

j. Undertake to complete the Project within a period of two (2)

years from the commencement of construction; k. Ensure that all necessary permits and government approvals for

the construction of the Project are secured; l. Ensure that the Project is used and maintained exclusively as a

modern teaching and training hospital, as intended by this MOA;


4

m. Collate and coordinate the requirements with a third-party

contractor for the construction and completion of the Project, such as the building design, lay-out, cost estimate and technical pre-requisites, consistent with DOH’s standards and specifications or as may be agreed upon in this Agreement;

n. Undertake on-site development and provide the infrastructure

requirements for the Project as it may deem fit; o. Comply with the validly subsisting and published development

restrictions, zoning ordinances and all other pertinent government standards, such as, but not limited to, rules and regulations enforced pursuant to the National Building Code and the Fire Code;

p. Take charge of regularly monitoring the progress of the construction of the Project;

q. Allow the Foundation to inspect and examine the records

pertaining to the Project and the construction on-site, to verify compliance with the terms of this MOA;

r. Endorse the Foundation’s application for exemption from donor’s

tax and tax incentive entitlement to the Bureau of Internal Revenue;

s. Acknowledge the full utilization of the Donated Fund for the

completed Project and execute the corresponding “Deed of Acceptance”;

t. Upon full utilization of the Donated Fund for the completed

project, certify that the amount of Philippine Pesos: Two Hundred Fifty Million (PhP250,000,000.00) was disbursed by the Licensee and the Foundation for the Project. For this purpose, DOH hereby warrants that it shall certify that the total amount spent by the Licensee and the Foundation on the Project is deemed disbursed by them for the Project in the event the Project is not completed for reasons not attributable to the fault or negligence of the Licensee or the Foundation, provided that DOH shall return any remaining undisbursed amount from the Donated Fund to the Foundation;

u. Assume responsibility for the completed Project’s proper

management, maintenance, repairs, care and other expenses, such as but not limited to, power and water consumption charges, for the constructed medical center; and,


5

v. Provide the doctors, professionals and support staff needed for the operation of the medical center.

SECTION III

TERM OF THE AGREEMENT

The term of this Agreement shall be effective upon the issuance by PAGCOR of the Authroity to Proceed and shall continue to be effective unless otherwise terminated by a party through written notice to the other Parties. Provided, that if a party has fully complied with its obligations and undertakings under this Agreement, the obligations and undertakings under this Agreement as to the Party concerned is considered fulfilled.

SECTION IV WARRANTIES AND REPRESENTATIONS OF THE PARTIES

Each party hereby represents and warrants to the other parties that:

a. It has full and complete corporate and legal power or authority to enter

into this Agreement and to deliver and perform its obligations and undertakings hereunder according to the terms of this Agreement, and that it has all the necessary corporate, legal and/or other actions to authorize its entry into and performance of this Agreement;








6




b. No waiver of any provision of this Agreement shall be valid unless

made in writing and signed by the authorized representative of all the Parties to signify mutual consent to the modification;














7

SECTION VIII

MUTUAL TRUST AND SETTLEMENT OF DISPUTES

The Parties agree to act in good faith and fidelity in exercising their rights and obligations and to mutually lend to one another maximum assistance and cooperation to the end that the purpose and objectives of this Agreement are achieved expeditiously and harmoniously. The Parties further agree to execute such other implementing agreements and instruments and do such other acts as may be necessary to implement the intent of this Agreement.

The Parties manifest that they would first meet, confer and sit down together for the purpose of exploring all avenues and/or possibilities to amicably settle whatever disputes, differences, controversies or issues that may arise in connection with any of the terms and conditions of this Agreement. In case there is a failure to amicably settle the dispute, difference, controversy or issue, the Parties hereby agree that any material violation or omission of any of the provisions of this Agreement shall be ground for the cancellation or rescission of the same, with due notice to the other Party, without need for legal or court action.




Force Majeure shall include, but not be limited to, strikes, accidents, natural disaster, and other fortuitous events. Force Majeure does not include economic hardship, insufficiency of funds or unavailability of equipment or supplies.




Confidential information shall mean any non-public information of a Disclosing Party including, but not limited to, business plans, products, technical data, specifications, documentation, rules and procedures, contracts, presentations, know-how, product plans, business methods, product functionality, services, data, customers, markets, competitive


8

analysis, databases, formats, methodologies, applications, developments, inventions, processes, payment, delivery and inspection procedures, drawings, algorithms, formulas, or information related to engineering, marketing, or finance.

This confidentiality shall not be affected by this Agreement’s expiration, termination or nullification.

SECTION XI NOTICE

All notices and communications by one Party to the other shall be in

English and shall be in writing, delivered by hand, reputable courier, facsimile transmission, or electronic mail, at the address indicated below, or at such address as each Party may subsequently provide to the other Party: For the DEPARTMENT OF HEALTH:


San Lazaro Compound Rizal Avenue, Sta. Cruz, 1003 Manila Philippines

Attention: DR. ENRIQUE T. ONA Telephone: [insert telephone number] Facsimile: [insert fax number] E-mail: [insert email address]

For NAME OF FOUDNATION:

Address: FOUNDATION ADDRESS Attention: NAME OF REPRESENTATIVE Designation: PRESIDENT Telephone: Fax: Email:

For NAME OF LICENSEE:

Address: LICENSEE OFFICE ADDRESS Attention: Name of Representative Designation: Position Telephone: Fax: Email:


9


DOH shall hold the Licensee and the Foundation, as well as any of its

subsidiaries and affiliates, their respective stockholders, trustees, directors, officers and employees (the “Indemnitees”) free and harmless, and shall indemnify the Indemnitees against any claim, liability/damage, action, proceeding or any lawsuit arising, directly or indirectly, from DOH’s representations as to the specifications of the Project (e.g., location, Site Development Plan, etc.), acts, breach, omission, negligence or willful misconduct in the performance of its obligations and undertakings in this Agreement or of its officers, employees, representatives and/or agents.

SECTION XIII

HEADING




or unenforceable, the remaining provisions shall remain in, and shall be given, full force and effect.







schedule and amendment hereto, and the Deed of Donation executed by the Foundation in favor of DOH, encompasses the entire Agreement of the Parties, and supersedes all previous understandings and agreements between them, whether oral or written. The Parties hereby acknowledge and represent, by affixing their hands and seals hereto, that they have not relied on any representation, assertion, guarantee, warranty, collateral agreement or other assurance, except those set out in this Agreement, made by or on


10

behalf of any other party or any other person or entity whatsoever, prior to the execution of this Agreement. The Parties hereby waive all rights and remedies, at law or in equity, arising or which may arise as the result of a party’s reliance on such representation, assertion, guarantee, warranty, collateral agreement or other assurance, provided that nothing herein contained shall be construed as a restriction or limitation of said party’s right to remedies associated with the gross negligence, willful misconduct or fraud of any person or party taking place prior to, or contemporaneously with, the execution of this Agreement.


NAME OF SECRETARY Department Secretary

DEPARTMENT OF HEALTH

NAME OF REPRESENTATIVE Position

Name of Foundation


Name of Licensee

Witnessed by:

NAME OF WITNESS Undersecretary

DEPARTMENT OF HEALTH


Name of Foundation/Licensee


11

ACKNOWLEDGMENT


)

CITY OF ………………………………

) S.S.

BEFORE ME, a Notary Public, at the above-stated locality, on this [___] day of [_____] 2014, personally appeared the following:


who have presented to me an integrally complete MEMORANDUM OF AGREEMENT consisting of [no. of]pages, including this acknowledgment page, and are personally known to me or identified by me through competent evidence of their identities as the same persons they purport to be, and represented to me that their signatures on the foregoing Agreement were voluntarily affixed by them and that the same is their own respective free and voluntary act and deed with authority to sign in that capacity as well as the free act and deed of the corporations and individuals they represent, and they further swear under oath to the truth of the contents of the said Agreement, under penalty of law. WITNESS MY HAND AND SEAL, on the date and at the place above-written.

NOTARY PUBLIC

Doc. No.

: …..

Page No.

: …..

Book No.

: …..

Series of 2014.

Form A.3 Sample MOA for donation of equipment

1

MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement entered into this ___ day of May 2015 in the City of Pasig, by and among:

DEPARTMENT OF EDUCATION (hereinafter referred to as “DepEd”), a government agency duly organized and existing pursuant to Republic Act No. 9155 of the Republic of the Philippines, with principal address located at the DepEd Complex, Meralco Avenue, Pasig City, Philippines, represented by its Secretary, Br. ARMIN A. LUISTRO FSC;

-and-

NAME OF FOUNDATION (hereinafter referred to as the “Foundation”), a corporate foundation duly organized and existing under the laws of the Republic of the Philippines with principal address at Address, represented by its Designation, Name of Representative;

-and-

NAME OF LICENSEE (hereinafter referred to as the “Licensee”), a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal address at Address, Philippines, represented by its Designation, NAME OF REPRESENTATIVE;

WITNESSETH THAT:

WHEREAS, Article XIV of the Constitution of the Philippines states that “The State shall protect and promote the right of all citizens to quality education at all levels, and shall take appropriate steps to make such education accessible to all”;

WHEREAS, DepEd, pursuant to the aforesaid constitutional mandate, issued DepEd Order No. 78, Series of 2010 which seeks to implement DepEd


2

Computerization Program (DCP) and aims to: “(1) provide public schools that would enhance the teaching-learning process and meet the challenges of the 21st century; and (2) respond to the computer backlog of public schools by providing them hardware and software, and training on simple trouble shooting”;

WHEREAS, DCP recognizes that the provision of Information Communication Technology (ICT) packages to be installed in the public schools is not merely intended for computer education instruction but as tools to enhance learning across all subject areas, especially Science and Mathematics;

WHEREAS, Name of Licensee (the “Licensee”), a licensee of the

Philippine Amusement and Gaming Corporation (“PAGCOR”), has incorporated and registered the Foundation, and set aside funds therefor for education infrastructure, in compliance with its Provisional License dated 2 June 2008 (hereinafter, the “License”); WHEREAS, pursuant to PAGCOR’s Implementing Rules and Guidelines for Foundations for the Restoration of Cultural Heritage (Version 3.0), the funds of the Foundation shall be used primarily for the following activity, among others: “Education Infrastructure – uplift and improve public elementary, secondary and tertiary school infrastructure with endorsement from the Department of Education, Commission on Higher Education or other tertiary school authority, whichever is applicable”; WHEREAS, the parties have identified certain secondary schools in the National Capital Region (NCR) that are in need of computer laboratories to further improve the quality of education of their respective students pursuant to the DCP;

WHEREAS, in view of the foregoing, and in line with the constitutional pronouncement to protect and promote the rights of all citizens to quality education and in order to help address the dire need for computer laboratories in the public schools in the Philippines, the Licensee and the Foundation have agreed, with the approval and consent of PAGCOR, to fund the installation of a complete laboratory project (the “Project”), subject to the terms and conditions hereinafter set forth;




The Project shall consist of setting up of a computer laboratory at pre-identified secondary schools in the National Capital Region (NCR) as jointly approved by DepEd and the Foundation. The scope of the project is limited to


3

the supply, delivery, installation, testing and commissioning of these computer laboratories in all covered schools. Recipient Schools. A computer laboratory shall be set up in the following secondary schools in the National Capital Region (NCR):

Division Name of School Address

Technical Specification. Each computer laboratory shall have the following technical specification:

HOST PC, branded and brand new Microprocessor Motherboard: Memory: Memory type Memory Slots: Memory size: Audio: Video: LAN Support: Peripheral interfaces: Note: Hard Disk: Optical Drive: Monitor: Size: Resolution: Type: Input Signal: Input Voltage: OS Compatibility: Other: Interface Ports:

3.40Ghz, 6MB L3 cache, Number of Cores: 4 DDR3 1333/1600 Mhz DIMM Two (2), including one (1) slot in use 1 x 4 GB (expandable to 8 GB) On board 2 channel audio system or 2-Channel Audio Card On board graphics subsystem One (1) On board 10/1000 Mbps LAN port 6 USB ports (2 in front and 4 at the back), at least two (2) USB ports are version 3.0 ports, 2 Serial ATA interface Host can connect at least six (6) thin clients 500 GB 7200 rpm (SATA) DVD-/+ RW (SATA) Touch enabled Minimum 18.5” 1920 X 1080 LCD or LED Should connect to Host PC 100-240 VAC Windows Multipoint Server 2012 or higher LED monitor must be of the same brand with the host PC. Should work on normal or maintenance mode 6 USB ports (2 in front and 4 at the back), at least two (2) USB ports are version 3.0 ports, VGA (should connect both projector and PC

8


4

Video: Keyboard: Mouse:

Monitor to Host PC simultaneously) Support up to 1GB (Graphics memory is shared with system memory). On Board Video Card should be present and another Video Card should be installed with the minimum requirements of 1GB DDR3 VRAM. Third Party is acceptable only if it is certified that it is the official brand being used for one year in the market by the computer manufacturer with corresponding Part Number. At least 104 keys, USB interface USB interface w/ mouse pad

Desktop Virtualization Access Terminals

42

LED MONITOR, 18.5” WIDE SCREEN, branded and brand new

42

KEYBOARD AND MOUSE, branded and brand new

42

3-IN-1 INKJET PRINTER, branded and brand new

1

SWITCH, 12 ports, 10/100/1000, branded and brand new

1

UNINTERRUPTIBLE POWER SUPPLY (UPS), branded and brand new

8

AUTOMATIC VOLTAGE REGULATOR (AVR), branded and brand new

7

Networking Peripherals

Cost of the Project. The Foundation agrees to fund the Project at the cost of Pesos: AMOUNT OF PROJECT, inclusive of VAT, covering all the computer laboratories in the aforesaid schools. Project Timeline. The Project will be executed within seven (7) days from the issuance of the Authority To Proceed to the Foundation.


5

SECTION II

OBLIGATIONS AND UNDERTAKINGS OF THE PARTIES

The Parties warrant to perform the following obligations and undertakings:

1. The Licensee shall Coordinate with the Foundation and give consent,

as may be necessary and reasonable, for the proper implementation of the Project, subject to and in accordance with the laws, rules, procedures, by-laws and guidelines applicable to or imposed upon the Licensee;


a. Secure the Authority to Proceed from PAGCOR, and accomplish such other forms as may be required by PAGCOR, in relation to the Project. For avoidance of doubt, the Parties agree that the obligations herein are subject to the issuance of PAGCOR’s Authority to Proceed, which shall allow the Foundation to disburse the funds in accordance with the cost stated in Section I hereof;

b. Upon PAGCOR’s issuance of Authority to Proceed, fund the implementation of the Project in accordance with the cost stated in Section I hereof;

c. Give all notices and use its reasonable efforts to cause its

contractors and consultants to comply with all legal requirements for the implementation and completion of the Project;

d. In coordination with a third-party suppliers:

i. Facilitate the funding of the implementation of the Project;

ii. Coordinate and assist in the bidding process, as may be

applicable, in contracting the services of suppliers for the Project;

iii. Collate and coordinate the requirements with a third-party

supplier for the implementation of the Project, such as the layout design of the computer laboratories and its peripherals, cost estimate and technical pre-requisites, consistent with DepEd’s standards and specifications or as may be agreed upon in this Agreement; and

iv. Take charge of regularly monitoring the progress of the

implementation of the Project;


6

3. DepEd shall:

a. Ensure that the recipient schools are made available by the respective school administrators for the implementation of the Project, and give concurrence to the Foundation’s implementation of the Project;

b. Ensure that the recipient schools are equipped with the

necessary power connection needed for the implementation of the Project;

c. Assist the Foundation and/or its third-party supplier/s in securing

all other required permits, licenses and certificates from all concerned government agencies, to allow the Foundation to implement the Project, provided that no cost shall be shouldered by the Foundation and/or its third party supplier/s in securing the said permits;

d. Provide the necessary technical specification for the project,

consistent with the Educational Facilities Manual of DepEd; e. Assume responsibility for the completed Project’s proper

management, maintenance, repairs, care and other expenses, such as but not limited to, power consumption charges for the installed computers in schoolrooms;

f. Provide the educators, professionals and support staff needed

for the operation of the schoolrooms; g. Provide the schoolrooms’ desks/computer tables, and other

educational materials and paraphernalia to accommodate the new computers.

h. Authorize the implementation of the Project based on the

specifications contemplated in this Agreement; i. Coordinate with the Foundation and/or its third-party supplier/s,

in connection with the legal and documentary requirements for the implementation of the Project;

j. Accept the completed Project and execute the corresponding

“Deed of Acceptance”; and k. Upon acceptance of the Project, certify that the amount of

Pesos: AMOUNT OF PROJECT or the actual amount spent was disbursed by the Licensee and the Foundation for the Project. For this purpose, DepEd hereby warrants that it shall certify that the total amount spent by the Licensee and the


7

Foundation on the Project is deemed disbursed by them for the Project in the event the Project is not completed for reasons not attributable to the fault or negligence of the Licensee or the Foundation.


The term of this Agreement shall be effective upon the issuance by

PAGCOR of the Authority to Proceed and shall continue to be effective unless otherwise terminated by a party through written notice to the other Parties. Provided that, if a party has fully complied with its obligations and undertakings under this Agreement, the obligations and undertakings under this Agreement as to the Party concerned is considered fulfilled and the Agreement as to the Party concerned is terminated.






the party enforceable in accordance with its terms and conditions, and the party shall do and procure such acts or formalities as may be necessary to perfect consent to this Agreement;


provision of its articles of incorporation and by-laws or any other constitutive documents, any applicable laws and regulation of the jurisdiction of its incorporation or organization, and does not and will not conflict with or result in any breach of any contract, agreement or other obligation to which it may be bound; and




8

SECTION V

MODIFICATIONS

a. No modifications of and/or amendments to this Agreement shall be valid unless the same is made in writing and signed by the authorized representatives of all the Parties to signify mutual agreement;














binding upon, and inure to the benefit of, the Parties and their representatives, successors and assigns.

Nothing herein shall be construed as to create a relationship of partnership, joint venture, or agency between the parties hereto and no agent, employee or contractor of either of the parties shall be deemed to be an agent, employee or contractor of the other.


9

SECTION VIII




In case there is a failure to amicably settle the dispute, difference,

controversy or issue, the Parties hereby agree that any material violation or omission of any of the provisions of this Agreement shall be ground for the cancellation or rescission of the same, with due notice to the other Party, without need for legal or court action.








Confidential information shall mean any non-public information of a Disclosing Party including, but not limited to, business plans, products, technical data, specifications, documentation, rules and procedures, contracts, presentations, know-how, product plans, business methods, product functionality, services, data, customers, markets, competitive analysis, databases, formats, methodologies, applications, developments,


10

inventions, processes, payment, delivery and inspection procedures, drawings, algorithms, formulas, or information related to engineering, marketing, or finance.


SECTION XI NOTICE


English and shall be in writing, delivered by hand, reputable courier, facsimile transmission, or electronic mail, at the address indicated below, or at such address as each Party may subsequently provide to the other Party: For the DEPARTMENT OF EDUCATION


DepEd Complex, Meralco Avenue Pasig City, Philippines

Attention: Br. ARMIN A. LUISTRO FSC Telephone: (02) 687-2922 Facsimile: (02) 637-6209 E-mail: [email protected]

For NAME OF FOUNDATION

Address:

Attention: NAME OF REPRESENTATIVE Designation: Telephone: Fax: Email:

For NAME OF LICENSEE

Address: Attention: NAME OF REPRESENTATIVE Designation: Telephone: Fax: Email:

mailto:[email protected]


11


DepEd shall hold the Licensee and the Foundation, as well as any of

its subsidiaries and affiliates free and harmless, and shall indemnify the latter, its stockholders, directors, officers and employees, against any liability/damage whatsoever or any lawsuit arising, directly or indirectly, from DepEd’s representations as to the specifications of the Project, breach, negligence or willful misconduct in the performance of its obligations and undertakings in this Agreement or of its officers, employees, representatives and/or agents.

SECTION XIII

HEADING




or unenforceable, the remaining provisions shall remain and shall be given full force and effect.


Each Party may terminate this Agreement with just cause subject to

prior notice of thirty (30) days to the other parties.

Each Party may terminate this Agreement with immediate effect due to breach or violation of a material provision herein by the other parties.



schedule and amendment hereto, encompasses the entire Agreement of the Parties, and supersedes all previous understandings and agreements between them, whether oral or written. The Parties hereby acknowledge and represent, by affixing their hands and seals hereto, that they have not relied on any representation, assertion, guarantee, warranty, collateral agreement or other assurance, except those set out in this Agreement, made by or on behalf of any other party or any other person or entity whatsoever, prior to the execution of this Agreement. The Parties hereby waive all rights and


12

remedies, at law or in equity, arising or which may arise as the result of a party’s reliance on such representation, assertion, guarantee, warranty, collateral agreement or other assurance, provided that nothing herein contained shall be construed as a restriction or limitation of said party’s right to remedies associated with the gross negligence, willful misconduct or fraud of any person or party taking place prior to, or contemporaneously with, the execution of this Agreement.


Br. ARMIN A. LUISTRO FSC Department Secretary


NAME OF REPRESENTATIVE

Position NAME OF LICENSEE


NAME OF FOUNDATION

Witnessed by:

NAME OF UNDERSECRETARY Undersecretary


NAME OF WITNESS

Position NAME OF LICENSEE


13

ACKNOWLEDGMENT


)

CITY OF …………………………………

) S.S.

BEFORE ME, a Notary Public, at the above-stated locality, on this ____ day of _____ 2015, personally appeared the following:


who have presented to me an integrally complete MEMORANDUM OF AGREEMENT consisting of ____ (__) pages, including this acknowledgment page, and are personally known to me or identified by me through competent evidence of their identities as the same persons they purport to be, and represented to me that their signatures on the foregoing Agreement were voluntarily affixed by them and that the same is their own respective free and voluntary act and deed with authority to sign in that capacity as well as the free act and deed of the corporations and individuals they represent, and they further swear under oath to the truth of the contents of the said Agreement, under penalty of law. WITNESS MY HAND AND SEAL, on the date and at the place above-written. Doc. No.

: …..

Page No.

: …..

Book No.

: …..

Series of 2015.

Form A.4 Certificate of Acceptance Template

( Republic of the Philippines )

(Name of Agency)

(Address)

CERTIFICATE OF ACCEPTANCE

Project: ___________________________________________

Address: ___________________________________________

Scope of Work: ___________________________________________

On Behalf of the (Government Agency), I, solely authorized representative,

accept turn-over of the above-described project as being fully completed in strict

compliance with the plans, specification, scope of works and other related contract

documents relative thereto.

_______________________

Beneficiary

Authorized Representative

(i.e. School Principal)

Date:

(Gov’t.

Agency

Logo)

Form B.1 Sample MOA for Donation of Medical Supplies

1

MEMORANDUM OF AGREEMENT (For procurement and distribution of medicines and medical supplies to

identified indigent beneficiaries) KNOW ALL MEN BY THESE PRESENTS:

This Agreement entered into this [__] day of [Month] Year, in the City of [Place of Project],by and among:

NAME OF FOUNDATION (the “Foundation”),a corporate foundation duly organized and existing under the laws of the Republic of the Philippines with principal address at Address, and represented by its Representative, NAME OF REPRESENTATIVE;

-and- NAME OF LICENSEE (the “Licensee”), a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal address at Address, and represented by its Representative, NAME OF REPRESENTATIVE ;

WITNESSETH THAT:

WHEREAS, Article II, Section 15 of the Constitution of the Philippines provides that “The State shall protect and promote the right to health of the people and instill health consciousness among them”;

WHEREAS, Name of Licensee (the “Licensee”), a licensee of the Philippine Amusement and Gaming Corporation (“PAGCOR”), has incorporated and registered the Foundation, and set aside funds therefor for the following purposes: restoration of cultural heritage, education infrastructure and environment and health, and in compliance with its Regular Casino Gaming License dated (License Date of Issue) (hereinafter, the “License”); WHEREAS, the Licensee has identified beneficiaries in urgent need of medical assistance in the form of medicines and medical supplies, in depressed areas indicated in the list attached as Annex “A”, as a viable project that the Foundation can undertake consistent with the License;

WHEREAS, the Licensee and the Foundation believes that a regular supply of medicines and medical supplies is needed to support the needs of identified communities indicated in Annex “A”;

WHEREAS, in view of the foregoing, and in line with the constitutional

pronouncement to protect and promote the rights of all citizens to health and in order to help address the acute deficiency in medical assistance to indigent beneficiaries, the Licensee and the Foundation have agreed, with the approval and consent of PAGCOR, to fund the Project subject to the terms and conditions hereinafter set forth;


2




The Project shall consist of the procurement and subsequent delivery of medicines and medical supplies in such quantities and on a regular basis, to identified beneficiaries in depressed areas, initially, within Metro Manila, but with the intent to widen the area covered by the Project to municipalities, cities and provinces all over the country. The medicines and medical supplies to be initially procured and delivered are contained in the list attached as Annex “B”, hereof. Subject to the needs of the beneficiaries, the list may be revised on a regular basis. The Foundation agrees to fund the Project at the cost of Pesos: Five Hundred Thousand (Php500,000.00), on a monthly basis, and an additional contingency fund not to exceed five percent (5%) of the total Project Cost or amounting to Pesos: Twenty Five Thousand (Php25,000.00). The contingency fund is allocated for administrative expenses which may include but not limited to transportation and other out-of-pocket expenses. The Project shall be for a period of six (6) months.



undertakings:




b. Upon PAGCOR’s issuance of Authority to Proceed, locate and determine a veritable and reputable supplier of medicines and


3

medical supplies from whom such supplies shall be procured and also to make provisions for the subsequently delivery of the supplies where medicines shall have an expiry date not less than six (6) months from date of distribution to the identified beneficiaries in accordance with the cost stated in Section I hereof;

c. Adequately document the procurement and delivery of the

supplies to the identified beneficiaries. Pursuant to this, the Foundation shall issue a Certification, attached as Annex “C” hereof, after each and every delivery of the medicines and medical supplies to identified beneficiaries certifying that efforts have been expended to make sure that the beneficiaries are indeed in need of medical assistance and that the supplies are delivered in a timely manner;

d. Give all notices and use its reasonable efforts to cause its

contractors and consultants to comply with all legal requirements relevant to the Project;

e. In coordination with an organizer:

i. Identify beneficiaries based on location and need; ii. Verify that the identified beneficiaries are truly in need of

medical assistance; iii. Collate and coordinate any and all requirements with the

organizer needed for the delivery of the medical supplies to the identified beneficiaries ;

iv. Assist the organizer in making sure that the medical

supplies are stored adequately and safely in order to keep their conditions suitable for use of the identified beneficiaries;

v. Comply with the validly subsisting and published

government standards, such as, but not limited to, rules and regulations relating to procurement and delivery of medicines and medical supplies; and

vi. Take charge of regularly monitoring the progress of the

procurement and delivery of the medicines and medical supplies in accordance with the purposes of the Project;



4

The term of this Agreement shall be effective upon the issuance by PAGCOR of the Authority to Proceed and shall continue to be effective unless otherwise terminated by a party through written notice to the other Parties. Provided, that if a party has fully complied with its obligations and undertakings under this Agreement, the obligations and undertakings under this Agreement as to the Party concerned is considered fulfilled and the Agreement as to the Party concerned is terminated.

















5

c. Any failure of any Party at any time to insist upon strict performance of any condition, promise, agreement, or understanding as set forth herein shall not be construed as a waiver or relinquishment of the right of the party to insist upon strict performance of the same or other condition, promise, agreement, or understanding at a future time;











SECTION VIII




6


In case there is a failure to amicably settle the dispute, difference, controversy or issue, the Parties hereby agree that any material violation or omission of any of the provisions of this Agreement shall be ground for the cancellation or rescission of the same, with due notice to the other Party, without need for legal or court action.








Confidential information shall mean any non-public information of a Disclosing Party including, but not limited to, business plans, products, technical data, specifications, documentation, rules and procedures, contracts, presentations, know-how, product plans, business methods, product functionality, services, data, customers, markets, competitive analysis, databases, formats, methodologies, applications, developments, inventions, processes, payment, delivery and inspection procedures, drawings, algorithms, formulas, or information related to engineering, marketing, or finance.


SECTION XI NOTICE


English and shall be in writing, delivered by hand, reputable courier, facsimile


7

transmission, or electronic mail, at the address indicated below, or at such address as each Party may subsequently provide to the other Party: For NAME OF FOUNDATION:

Address: Attention: Name of Representative Designation: Telephone: Fax: Email:

For NAME OF LICENSEE:

Address: Attention: Name of Representative Designation: Telephone: Fax: Email:

SECTION XII HEADING

Headings to clauses in this Agreement are for ease of reference only

and do not affect the interpretation of this Agreement.


If one or more provisions of this Agreement shall be held invalid, illegal or unenforceable, the remaining provisions shall remain in, and shall be given, full force and effect.





SECTION XVI

INTEGRATION CLAUSE

This Agreement, along with any exhibit, appendix, addendum, schedule and amendment hereto, encompasses the entire Agreement of the Parties, and supersedes all previous understandings and agreements between them, whether oral or written. The Parties hereby acknowledge and


8

represent, by affixing their hands and seals hereto, that they have not relied on any representation, assertion, guarantee, warranty, collateral agreement or other assurance, except those set out in this Agreement, made by or on behalf of any other party or any other person or entity whatsoever, prior to the execution of this Agreement. The Parties hereby waive all rights and remedies, at law or in equity, arising or which may arise as the result of a party’s reliance on such representation, assertion, guarantee, warranty, collateral agreement or other assurance, provided that nothing herein contained shall be construed as a restriction or limitation of said party’s right to remedies associated with the gross negligence, willful misconduct or fraud of any person or party taking place prior to, or contemporaneously with, the execution of this Agreement.



[Licensee Name]


[Foundation Name]

Witnessed by:


Licensee Name


Foundation Name


9

ACKNOWLEDGMENT


)

CITY OF ………………………………

) S.S.

BEFORE ME, a Notary Public, at the above-stated locality, on this [___] day of [_____] 2015, personally appeared the following:


who have presented to me an integrally complete MEMORANDUM OF AGREEMENT consisting of [no. of]pages, including this acknowledgment page, and are personally known to me or identified by me through competent evidence of their identities as the same persons they purport to be, and represented to me that their signatures on the foregoing Agreement were voluntarily affixed by them and that the same is their own respective free and voluntary act and deed with authority to sign in that capacity as well as the free act and deed of the corporations and individuals they represent, and they further swear under oath to the truth of the contents of the said Agreement, under penalty of law. WITNESS MY HAND AND SEAL, on the date and at the place above-written.

NOTARY PUBLIC

Doc. No.

: …..

Page No.

: …..

Book No.

: …..

Series of 2015.


10

ANNEX A List of Target Communities


11

Annex B List of Medicines and Medical Supplies with Cost


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CERTIFICATE OF ACCEPTANCE

This is to certify that the medicines and medical supplies listed in Annex “A” hereof have been procured from [name of supplier] with principal office address at [insert address] and subsequently delivered to the beneficiaries listed in Annex “B”, hereof, on [insert date] in [insert place of delivery]. All medicines and medical supplies listed below have been delivered to the intended beneficiaries whose identities and needs have been verified before procurement and delivery of the mentioned supplies. All administrative expenses needed for the procurement and delivery of these supplies were also expended by BCFI to facilitate adequate and proper delivery. This certification is issued this __ day of _______________ [year]. Attested by: [Name of Representative] Designation in the Foundation

Foundation Letterhead

Form B.2 Sample MOA for scholarships and grants

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MEMORANDUM OF AGREEMENT KNOW ALL MEN BY THESE PRESENTS: This Memorandum of Agreement made and entered into this ________________, 2015 at _______________________ by and between:

NAME OF FOUNDATION (“FOUNDATION”),a corporate foundation duly organized and existing under the laws of the Republic of the Philippines with principal address at Address, represented by its Position, NAME OF REPRESENTATIVE;

and

NAME OF BENEFICIARY/IES (“Beneficiary”), address at the Address, represented in this act by its Position, NAME OF REPRESENTATIVE,;

and

[University/School’s name], a private educational corporation with postal address at [University/School address], represented herein by its duly authorized [Representatives’ name].

WITNESSETH: WHEREAS, the Foundation and Beneficiary are advocates of enriching

Filipino culture and the arts, and of paying tribute to deserving Filipino performing artists through scholarships, fellowships, grant-in-aid, research grants, and the like;

WHEREAS, in pursuit of its above advocacy, the Foundation and

Beneficiary offered to provide financial assistance and/or other benefits to qualified, deserving and talented but financially-handicapped performing arts students of [University/School’s name] under the terms and conditions indicated below;

NOW, THEREFORE, for and in consideration of the foregoing premises, and

the terms and conditions indicated below, the parties hereby agree to establish a Scholarship Program (the “Program”) to provide financial assistance and/or other benefits to qualified, deserving and talented but financially-handicapped performing arts students (hereafter referred to as the “Scholars”) of [University/School’s name].


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A) PROGRAM QUALIFICATIONS AND REQUIREMENTS A-1. A student applying for inclusion in the Program must possess all of the

qualifications and none of the disqualifications indicated below as substantiated by the required supporting documents to be submitted:

1. Must be a high school graduate; 2. Must be at least sixteen (16) years old; 3. Must be enrolled or is qualified to enrol as a regular student of

[University/School’s name] for the current school year in the any of the courses specified in Annex “A” hereof;

4. Must be in good academic standing, that is, without failing grade in

all the subjects taken, and maintaining a Grade Weighted Average (per semester basis) of not lower than 80% or its equivalent based on the following documents, as may be required by the Foundation:

a. Original copy of the official final grade report b. A passing result of the [University/School’s name]’s

Entrance Exam, Letter of Admission or Certificate of Enrolment c. Original Copy of all grades and the Official and Final Grade

Reports (including all the semesters taken and summer classes) validated by the University Registrar;

d. A Full Load Enrolment Assessment or Class Schedule; e. A Complete Course Curriculum

5. Must be physically fit and in a completely healthy and capable

condition to attend and finish his/her chosen course as substantiated by a medical certificate with the attending physician’s license number;

6. Must have good moral character and have no record of being

expelled from any school/educational institution that he/she has attended in the past and without any past or existing case or derogatory record as seen in a certificate of good moral character issued by the most recent school attended and has not been convicted or charged of any crime before judicial courts or the subject of any proceeding, judicial, administrative or otherwise, before any judicial, quasi-judicial, and/or administrative agencies/bodies as seen in his/her Barangay Clearance and NBI/Police Clearance;

7. Must have attended at least three (3) workshops from a reputable

theatre group and must be consistently involved in campus theatre guilds, AND/OR must have been involved in at least one (1) non-campus or professional production, as evidenced by reasonable documents that the Foundation and/or [University/School’s name] may reasonably require;


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8. Must be a Filipino citizen validated thru an NSO certified birth

certificate and is presently living in the Philippines as seen in the Brgy. Clearance and in the Sketch of Residence submitted;

9. Must possess the potential in the chosen field, and the right

character and attitude of an [Foundation] and [Beneficiary] assessed through the interview conducted by the Foundation’s Board of Trustees. The interview, the applicant’s ID picture, and his/her picture with the family/guardian will all be used to verify the information stated in the supporting documents submitted to have an overview of the character and potentials of the applicant and to personally assess the candidate; and

10. Must have an annual family income of not more than Six Hundred

Thousand Pesos (Php600,000), provided that an applicant possessing all the foregoing qualifications in Section A(1) through (A)(9) but not this qualification under this Section A(10) may nonetheless qualify subject to Section _________________ hereunder.

Failure to submit all the requirements and the supporting documents will

mean non-processing of a student’s application. [University/School’s name] and/or the Foundation may also require submission of additional documents other than those stated above should there be a need for it.

B) PROGRAM ADMINISTRATION and IMPLEMENTATION

In the administration and implementation of the Program, [University/School’s name] and the Foundation shall have the following respective duties and responsibilities:

1. [University/School’s name] 1.1 Promote the Program and allow [Beneficiary] to post their

performing arts-related vacancies through advertisements in print, radio, television and other media, which advertisements shall be subject to approval by both the Foundation and [Licensee] and to give the graduate list free of charge every end of semester/term and discount on job fair fee to [Licensee]’s Recruitment Team;

1.2 Accept applications from its students for inclusion in the Program and to screen and rank the applicants based on the requirements submitted and other form/s of screening process necessary;

1.3 Recommend to the [Beneficiary]’s qualified applicants for inclusion in the Program;

1.4 Submit to the [Beneficiary] within two weeks after the closing of enrolment the list of the Scholars together with the photocopies of their


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accomplished certificates of enrolment and the updated information sheet;

1.5 Submit to the [Beneficiary] scholastic ratings of the Scholars not later than two weeks after the closing of every term;

1.6 Screen and recommend to the [Beneficiary] the replacement(s) of Scholars who, for whatever reason, are not able to continue their studies or maintain the requirements for inclusion in the Program;

1.7 Keep a separate record of the Program for future assessment; and 1.8 Extend the enrolment of the Scholars without additional/late charges

and allow them to take their subjects and attend classes until the checks are ready for release.

2. BENEFICIARY

2.1 Conduct a final screening and selection from among the student

applicants screened and recommended by [University/School’s name] for inclusion in the Program;

2.2 Accept qualified applicants as Scholars for the Regular Scholarship Program for the current semester and school year;

2.3 Coordinate with [University/School’s name], to monitor the implementation of the Program’s Policies and Procedures; and

2.4 In TIHGI will recommend scholar/s for the inclusion in the Program, screening procedure will be done by the Foundation and the recommended scholar will be endorsed to the [University/School name] for implementation of the retention requirements.

3. FOUNDATION:

3.1 Coordinate with [Beneficiary] for the actual implementation of the scholarship program;

The Parties may also agree on additional duties and responsibilities that may arise during the monitoring and implementation of the Program and they likewise agree to fulfill such additional duties and responsibilities as if they were included herein.

C) PROGRAM RETENTION A student admitted into the Program must meet the following requirements in order to maintain his/her status as Scholar:

1. Must not obtain a failing grade in any subject; 2. Must have a GWA of not lower than 80 % or its equivalent; 3. Must carry a full semester load as programmed every semester; 4. Must not withdraw and/or change course/school without the approval of

the Foundation;


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5. Must not be employed with businesses that directly compete with Travellers International Hotel Group, Inc., its parent company, subsidiaries, affiliates, or companies belonging to the same group; hence, he/she shall be required to accomplish the “Declaration” and if applicable submit a certificate of employment;

6. Must not have any record of being subjected to any disciplinary sanction by [University/School’s name] or any proceeding before judicial, quasi-judicial, administrative or other agency/body; and

7. Must not have any record of being expelled from any School/University or any record of discontinuing his/her studies in [University/School’s name].

A student who fails to meet any of the above requirements shall immediately be removed from the Program and shall cease to enjoy all the benefits therein.

D) PROGRAM BENEFITS

A student admitted as a Scholar under the Program shall enjoy the following benefits: 1) 2)

E) SCHOLARS’ RESPONSIBILITIES (before and after graduation)

Before being admitted into the Program, [University/School’s name] shall inform each Scholar of the following duties and responsibilities, which must be performed before and after his/her graduation, and shall monitor compliance therewith of each Scholar, reporting such compliance to the Foundation:

1. While enrolled at [University/School’s name], assist

[University/School’s name] and the Foundation in promoting the Program within the campus;

2. Communicate regularly with the Foundation’s Scholarship Coordinator especially regarding the academic performance;

3. After graduation from [University/School’s name], assist the Foundation in future activities related to the Program;

4. Provide updates on his/her personal contact information and other details to the Foundation and [University/School’s name]; and

5. Upon graduation, in case [Licensee] needs the Scholar’s services he/she will be obliged to seek employment in [Licensee] and/or its subsidiaries and affiliates.


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F) PROGRAM TERMINATION

The Foundation reserves the right to terminate the Program at any time, upon sixty (60) days written notice to [University/School’s name], provided, that the existing Scholars at the time of termination shall continue to receive the benefits they are currently enjoying under the Program until the end of the Quarter/Term during which the termination has occurred, unless they have been disqualified from the Program for failure to meet the retention requirements cited herein.

G) AMENDMENTS

The Parties may, upon mutual consent, amend or modify this Agreement anytime by or through an addendum signed by all Parties, which addendum shall form an integral part of this Agreement.

H) EFFECTIVITY

This Agreement shall take effect upon its execution and shall be in full force and effect until the Program is terminated by the Foundation or due to failure of the Parties to fulfill their duties and obligations under this Agreement. This Agreement shall be reviewed by the Parties on an annual basis.

IN WITNESS WHEREOF, the Parties have set their hands on the date and at the place first written above.

FOUNDATION REPRESENTATIVE

POSITION NAME OF FOUNDATION

NAME OF BENEFICIARY Position

BENEFICIARY


NAME OF UNIVERSITY / SCHOOL

Witnessed by:

NAME OF WITNESS Position

NAME OF FOUNDATION

NAME OF WITNESS Position

NAME OF BENEFICIARY


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ACKNOWLEDGMENT


)

CITY OF …………………………………

) S.S.

BEFORE ME, a Notary Public, at the above-stated locality, on this ____ day of _____ 2015, personally appeared the following:


who have presented to me an integrally complete MEMORANDUM OF AGREEMENT consisting of ____ (__) pages, including this acknowledgment page, and are personally known to me or identified by me through competent evidence of their identities as the same persons they purport to be, and represented to me that their signatures on the foregoing Agreement were voluntarily affixed by them and that the same is their own respective free and voluntary act and deed with authority to sign in that capacity as well as the free act and deed of the corporations and individuals they represent, and they further swear under oath to the truth of the contents of the said Agreement, under penalty of law. WITNESS MY HAND AND SEAL, on the date and at the place above-written. Doc. No.

: …..

Page No.

: …..

Book No.

: …..

Series of 2015.

Form B.3 Undertaking to Reinstate Disallowed Disbursements Template

Date

UNDERTAKING

I, [Name of Representative of the Foundation], on behalf of the [Name of the

Foundation], hereby commits to reinstate the disbursed amount in full to the Foundation

in the event a final and executory decision is issued by the Supreme Court of the

Philippines upholding the Commission of Audit (COA) questioning the legality and the

validity of the use of funds by the Foundation for the distribution of medicines in

underserved areas or relief goods during calamities, pursuant to Rule XII of the 2009

Revised Rules of Procedure of COA, in relation to the 1997 Revised Rules of Civil

Procedure.

NAME OF REPRESENTATIVE

FOUNDATION