EN BANC

A.M. No. 05-1-19-SC

RE: CONTRACT FOR THE HUMAN RESOURCE DEVELOPMENT (HRD) UNDER THE JUDICIAL REFORM SUPORT PROJECT (JRSP)

Gentlemen:

Quoted hereunder, for your information, is a resolution of this Court dated JAN 25 2005.

Acting on the Memorandum dated 18 January 2005 of Ms. Evelyn Toledo-Dumdum, Program Director, Program Management Office, this Court, transmitting the Bids and Awards Committee for the Judicial Reform Support Project (BAC-JRSP) Resolution No. 02-2005, dated 12 January 2005, on the endorsement for approval of the award of contract for the Human Resource Development consultancy services to Orient Integrated Development Consultants, Inc. (OIDCI), the Court Resolved to GRANT and APPROVE the Draft Contract (with Annexes “A” to “F”) for the Human Resource Development Consultancy services in favor of OIDCI, to wit:

CONTRACT

This CONTRACT (hereinafter called the “Contract”) is made on the ____day of the month of __________________2005, between, on the one hand, the SUPREME COURT OF THE PHILIPPINES (hereinafter called the “Client”) and, on the other hand, ORIENT INTEGRATED DEVELOPMENT CONSULTANTS, INC. (HEREINAFTER CALLED THE “Consultant).

WHEREAS

The CLIENT has requested the CONSULTANT to provide certain consulting services as defined in the General Conditions of Contract attached to this Contract (hereinafter called the “Services”);

The CONSULTANT, having represented to the CLIENT that he was the required professional skills and personnel and technical resources, has agreed to provide the Services under the terms and conditions set forth in this Contract;

The CLIENT has received a grant from the International Bank for Reconstruction and Development (hereinafter called the “Bank”) towards the cost of the Services and intends to apply a portion of the proceeds of this grant to eligible payments under this Contract, it being understood (i) that payments by the Bank will be made only at the request of the Client and upon approval by the Bank, (ii) that such payments will be subject, in all respects, to the terms and conditions of the agreement providing for the grant, and (iii) that no party other than CLIENT shall derive any rights from the agreement providing for the loan or have any claim to the grant proceeds;

NOW THEREFORE, the parties hereto agree as follows:

1. The following documents attached hereto shall form as an integral part of this CONTRACT:

(a) The General Conditions of Contract;

(b) The Special Conditions of Contract;

Appendix A: Description of the Services

Appendix B: Reporting Requirements

Appendix C: Personnel

Appendix D: Breakdown of Contract Price in Foreign Currency

(Not Applicable)

Appendix E: Breakdown of Contract Price in Local Currency

Appendix F: Services and Facilities Provided by the Client

2. The mutual rights and obligations of the CLIENT and the CONSULTANT shall be as set forth in the CONTRACT, in particular:

(a) The CONSULTANT shall carry out Services in accordance with the provisions of the CONTRACT; and

(b) The CLIENT shall make payments to the CONSULTANT in accordance with the provisions of the CONTRACT.

IN WITNESS WHEREOF, the Parties hereto have caused the CONTRACT to be signed in their respective names as of the day and year first above written at Manila, Philippines.

For and on behalf of the SUPREME COURT OF THE PHILIPPINES

__________________________

EVELYN TOLEDO-DUMDUM

Program Director

Program Management Office

The CONSULTANT

__________________________

CARMELO R. VILLACORTA

Operations Director

Orient Integrated Development Consultants, Inc.

Signed in the presence of :

WITNESSES

____________________ ___________________

ACKNOWLEDGMENT

Republic of the Philippines)

City of Manila ) SS

BEFORE ME this ____day of __________________2005 in the City of Manila, appeared the persons named below with Community Tax Certificates as follows:

NAME	Competent Evidence of Identity
EVELYN TOLEDO-DUMDUM

CARMELO R. VILLACORTA

Known to me to be the same persons who executed the foregoing instrument, and they acknowledged that the same is their free act and deed.

This instrument consisting of ____pages, including the page(s) on which the acknowledgment is written, has been signed on each and every page thereof by the parties and their witnesses, and sealed with my notarial seal.

IN WITNESS WHEREOF, I have hereunto set my hand, the day, year and place above written.

General Conditions of Contract

1. General Provisions

1.1 Definitions Unless the context otherwise requires, the following terms whenever used in this contract have the following meanings:

(a) “Applicable Law” means the laws and any other instruments having the force of law in the government’s country (or in such other country as may be specified in the Special conditions of Contract (SC), as they may be issued and in force from time to time;

(b) “Bank” means the International Bank for Reconstruction and Development, Washington, D.C., U.S.A.;

(c) “Contract” means the Contract signed by the Parties, to which these General Conditions of Contract (GC) are attached, together with all the documents listed in Clause 1 of such signed Contract;

(d) “Contract Price” means the price to be paid for the performance of the Services, in accordance with Clause 6;

(e) “Foreign Currency” means any currency other than the currency of the Government;

(f) “GC” means the General conditions of Contract;

(g) “Government” means the Government of the Client’s country;

(h) “Local currency” means the currency of the Government;

(i) “Member,” in case the Consultants consist of a joint venture of more than one entity, means any of these entities; “Members” means all these entities, and “Member in Charge” means the entity specified in the SC to act on their behalf in exercising all the Consultants’ rights and obligations towards the Client under this Contract;

(j) “Party” means the client or the Consultants, as the case may be, and “Parties” means both of them;

(k) “Personnel” means persons hired by the Consultants or by any Subconsultant as employees and assigned to the performance of the Services or any part thereof;

(l) “SC” means the Special conditions of Contract by which the GC may be amended or supplemented;

(m) “Services” means the work to be performed by the Consultants pursuant to this Contract, as described in Appendix A; and

(n) “Subconsultant” means any entity to which the Consultants subcontract any part of the Services in accordance with the provisions of Clauses 3.5 and 4.

1.2 Law Governing the Contract This Contract, its meaning and interpretation, and the relation between the Parties shall be governed by the Applicable Law.

1.3 Language This contract has been executed in the language specified in the SC, which shall be the binding and controlling language for all matters relating to the meaning or interpretation of this Contract.

1.4 Notices Any notice, request, or consent made pursuant to this contract shall be in writing and shall be deemed to have been made when delivered in person to an authorized representative of the Party to whom the communication is addressed, or when sent by registered mail, telex, telegram, or facsimile to such Party at the address specified in the SC.

1.5 Location The Services shall be performed at such location as are specified in Appendix A and, where the location of a particular task is not so specified, at such locations, whether in the Government’s country or elsewhere, as the Client may approve.

1.6 Authorized Representatives Any action required or permitted to be taken, any document required or permitted to be executed, under this Contract by the Client or the Consultants may be taken or executed by the officials specified in the SC.

1.7 Taxes and duties Unless otherwise specified in the SC, the Consultants, Subconsultants, and their Personnel shall pay such taxes, duties, fees, and other impositions as may be levied under the Applicable Law, the amount of which is deemed to have been included in the Contract Price.

2. Commencement, Completion, Modification, and Termination of Contract

2.1 Effectiveness of Contract This contract shall come into effect on the date the Contract is signed by both parties or such other later date as may be stated in the SC.

2.2 Commencement of Services The Consultants shall begin carrying out the Services thirty (30) days after the date the Contract becomes effective, or at such other date as may be specified in the SC.

2.3 Expiration of Contract Unless terminated earlier pursuant to Clause 2.6, this Contract shall terminate at the end of such time period after the Effective Date as is specified in the SC.

2.4 Modification Modification of the terms and conditions of this Contract, including any modification of the scope of the Services or of the Contract Price, may only be made by written agreement between the Parties and shall not be effective until the consent of the Bank or of the Association, as the case may be, has been obtained.

2.5 Force Majeure

2.5.1 Definition For the purposes of this Contract, “Force Majeure” means an event which is beyond the reasonable control of a Party and which makes a Party’s performance of its obligations under the Contract impossible or so impractical as to be considered impossible under the circumstances.

2.5.2 No Breach of Contract The failure of a Party to fulfill any of its obligations under the contract shall not be considered to be a breach of, or default under, this Contract insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event (a) has taken all reasonable precautions, due care and reasonable alternative measures in order to carry out the terms and conditions of this Contract, and (b) has informed the other Party as soon as possible about the occurrence of such an event.

2.5.3 Extension of Time Any period within which a Party shall, pursuant to this Contract, complete any action or task, shall be extended for a period equal to the time during which such Party was unable to perform such action as a result of Force Majeure.

2.5.4 Payments During the period of their inability to perform the Services as a result of an event of Force Majeure, the Consultants shall be entitled to continue to be paid under the terms of this Contract, as well as to be reimbursed for additional costs reasonably and necessarily incurred by them during such period for the purposes of the Services and in reactivating the Service after the end of such period.

2.6 Termination

2.6.1 By the Client The client may terminate this contract, by not less than thirty (30) days’ written notice of termination to the Consultants, to be given after the occurrence of any of the events specified in paragraphs (a) through (d) of this Clause 2.6.1 and sixty (60) days’ in the case of the event referred to in (e):

(a) if the Consultants do not remedy a failure in the performance of their obligations under the Contract, within thirty (30) days after being notified or within any further period as the Client may have subsequently approved in writing;

(b) if the Consultants become insolvent or bankrupt;

(c) if, as the result of Force Majeure, the Consultants are unable to perform a material portion of the Services for a period of not less than sixty (60) days; or

(d) if the consultant, in the judgment of the client has engaged in corrupt or fraudulent practices in competing for or in executing the Contract.

For the purpose of this clause:

“corrupt practice” means the offering, giving, receiving, or soliciting of any thing of value to influence the action of a public official in the selection process or in contract execution.

“fraudulent practice” means a misrepresentation of facts in order to influence a selection process or the execution of a contract to the detriment of the Borrower, and includes collusive practice among consultants (prior to or after submission of proposals) designed to establish prices at artificial non-competitive levels and to deprive the borrower of the benefits of free and open competition.

(e) if the Client, in its sole discretion, decides to terminate this Contract.

2.6.2 By the Consultants The Consultants may terminate this Contract, by not less than thirty (30) days’ written notice to the Client, such notice to be given after the occurrence of any of the events specified in paragraphs (a) and (b) of this Clause 2.6.2:

(a) if the Client fails to pay any monies due to the Consultants pursuant to this Contract and not subject to dispute pursuant to Clause 7 within forty-five (45) days after receiving written notice from the Consultants that such payment is overdue; or

(b) If, as the result of Force Majeure, the Consultants are unable to perform a material portion of the Services for a period of not less than sixty (60) days.

2.6.3 Payment upon Termination Upon termination of this Contract pursuant to Clauses 2.6.1 or 2.6.2, the Client shall make the following payments to the Consultants:

(a) remuneration pursuant to Clause 6 for Services satisfactorily performed prior to the effective date of termination;

(b) except in the case of termination pursuant to paragraphs (a) and (b) of Clause 2.6.1, reimbursement of any reasonable cost incident to the prompt and orderly termination of the Contract, including the cost of the return travel of the Personnel and their eligible dependents.

3. Obligations of the Consultants

3.1 General The Consultants shall perform the Services and carry out their obligations with all due diligence, efficiency, and economy, in accordance with generally accepted professional techniques and practices, and shall observe sound management practices, and employ appropriate advanced technology and safe methods. The Consultants shall always act, in respect of any matter relating to this Contract or to the Services, as faithful advisers to the Client, and shall at all times support and safeguard the Client’s legitimate interests in any dealings with Subconsultants or third parties.

If the Consultant fails to comply with the schedule in Clause 6.4 of the SC, the Consultant shall be liable to the Client and shall pay the Client a daily penalty rate of 1/10 of 1% of the price for the delayed deliverable but not to exceed 10% of the contract price. In addition, the Client may opt to terminate the contract by reason of breach of contract thereof by the Consultant. The penalty shall be deducted from the receivables of the Consultant.

3.2 Conflict of Interests

3.2.1 Consultants Not to Benefit from Commissions, Discounts etc. The remuneration of the Consultants pursuant to Clause 6 shall constitute the Consultants’ sole remuneration in connection with this Contract or the Services, and the Consultants shall not accept for their own benefit any trade commission, discount, or similar payment in connection with activities pursuant to this Contract or to the Services or in the discharge of their obligations under the Contract, and the Consultants shall use their best efforts to ensure that the Personnel, any Subconsultants, and agents of either of them similarly shall not receive any such additional remuneration.

3.2.2 Consultants and Affiliates Not to be Otherwise Interested in Project The Consultants agree that, during the term of this Contract and after its termination, the Consultants and their affiliates, as well as any Subconsultant and any of its affiliates, shall be disqualified form providing goods, works, or services (other than the Services an any continuation thereof) for any project resulting from or closely related to the Services.

3.2.3 Prohibition of conflicting Activities Neither the Consultants nor their Subconsultants nor the Personnel shall engage, either directly or indirectly, in any of the following activities:

(a) during the term of this Contract, any business or professional activities in the Government’s country which would conflict with the activities assigned to them under this Contract; or

(b) after the termination of this Contract, such other activities as may be specified in the SC.

3.3 Confidentiality The Consultants, their Subconsultants, and the Personnel of either of them shall not, either during the term or within two (2) years after the expiration of this Contract, disclose any proprietary or confidential information relating to the Project, the Services, this Contract, or the Client’s business or operations without the prior written consent of the Client.

3.4 Insurance to be Taken Out by the Consultants The Consultants (a) shall take out and maintain, and shall cause any Subconsultants to take out and maintain, at the their (or the Subconsultants’, as the case may be) own cost but on terms and conditions approved by the Client, insurance against the risks, and for the coverage, as shall be specified in the SC; and (b) at the Client’s request, shall provide evidence to the Client showing that such insurance has been taken out and maintained and that the current premiums have been paid.

3.5 Consultants’ Actions Requiring Client’s Prior Approval The Consultants shall obtain the Client’s prior approval in writing before taking any of the following actions:

(a) entering into a subcontract for the performance of any part of the Services;

(b) appointing such members of the Personnel not listed by name in Appendix C (“key Personnel and Subconsultants”), and

3.6 Reporting Obligations The Consultants shall submit to the Client the reports and documents specified in Appendix B in the form, in the numbers, and within the periods set forth in the said Appendix.

3.7 Documents Prepared by the Consultants to Be the Property of the Client All plans, drawings, specifications, designs, reports, and other documents and software submitted by the Consultants in accordance with Clause 3.6 shall become and remain the property of the Client, and the Consultants shall, not later than upon termination or expiration of this Contract, deliver all such documents and software to the Client, together with a detailed inventory thereof. The Consultants may retain a copy of such documents and software. Restrictions about the future use of these documents, if any, shall be specified in the SC.

4.Consultants’ Personnel

4.1 Description of Personnel The titles, agreed job descriptions, minimum qualifications, and estimated periods of engagement in the carrying out of the Services of the Consultants’ Key Personnel are described in Appendix C. The Key Personnel and Subconsultants listed by title as well as by name in Appendix C are hereby approved by the Client.

4.2 Removal and/or Replacement of Personnel (a) Except as the Client may otherwise agree, no changes shall be made in the Key Personnel. If, for any reason beyond the reasonable control of the Consultants, it becomes necessary to replace any of the Key Personnel, the Consultants shall provide as a replacement a person of equivalent or better qualifications.

(b) If the Client finds that any of the Personnel have (i) committed serious misconduct or have been charged with having committed a criminal action, or (ii) have reasonable cause to be dissatisfied with the performance of any of the Personnel, then the Consultants shall, at the Client’s written request specifying the grounds thereof, provide as a replacement a person with qualifications and experience acceptable to the Client.

(c ) The Consultants shall have no claim for additional costs arising out of or incidental to any removal and/or replacement of Personnel.

5. Obligations of the Client

5.1 Assistance and Exemptions The Client shall use its best efforts to ensure that the Government shall provide the Consultants such assistance and exemptions as specified in the SC.

5.2 Change in the Applicable Law If, after the date of this Contract, there is any change in the Applicable Law with respect to taxes and duties which increases or decreases the cost of the services rendered by the Consultants, then the remuneration and reimbursable expenses otherwise payable to the Consultants under this Contract shall be increased or decreased accordingly by agreement between the Parties, and corresponding adjustments shall be made to the amounts referred to in Clauses 6.2 (a) or (b), as the case may be.

5.3 Services and Facilities The Client shall make available to the Consultants the Services and Facilities listed under Appendix F.

6. Payments to the Consultants

6.1 Lump-sum Remuneration The Consultant’s total remuneration shall not exceed the Contract Price and shall be a fixed lump-sum including all staff costs, Subconsultants’ costs, printing, communications, travel, accommodation, and the like, and all other costs incurred by the Consultant in carrying out the Services described in Appendix A. Except as provided in Clause 5.2, the Contract Price may only be increased above the amounts stated in Clause 6.2 if the Parties have agreed to additional payments in accordance with Clause 2.4.

6.2 Contract Price The price payable in local currency is set forth in the SC.

6.3 Payment for Additional Services For the purpose of determining the remuneration due for additional services as may be agreed under Clause 2.4, a breakdown of the lump-sum price is provided in Appendices D and E.

6.4 Terms and Conditions of Payment Payments will be made to the account of the Consultants and according to the payment schedule started in the SC. Unless otherwise stated in the SC, the first payment shall be made against the provision by the Consultants of a guarantee bond issued by GSIS for the same amount, and shall be valid for the period stated in the SC. Any other payment shall be made after the conditions listed in the SC for such payment have been met, and the Consultants have submitted an invoice to the Client specifying the amount due.

7. Settlement of disputes

7.1 Amicable Settlement The Parties shall use their best efforts to settle amicably all disputes arising out of or in connection with this Contract or its interpretation.

7.2 Dispute Settlement And dispute, controversy, or claim arising out of or relating to this Contract, or breach, termination, or invalidity thereof, shall be resolved by the Philippine Courts with exclusion of other courts or bodies.

Special Conditions of Contract

Number of GC Clause Amendments of, and Supplemental to, Clauses in the General Conditions of Contract

1.1 Republic of the Philippines

1.2 The language is English

1.3 The addresses are

Client: SUPREM COURT OF THE PHILIPPINES

Attention: EVELYN TOLEDO-DUMDUM

Program Management Office

Tel. No.: 552-9578

Facsimile: 552-9586

Consultant:

ORIENT INTEGRATED DEVELOPMENT CONSULTANTS, INC.

FSS Building I, 89 Scout Castor Street, Quezon City

Tel. NO. 413-7227, 413-2187, 374-0757, 374-0761

Facsimile: 413-2326

1.6 The Authorized Representatives are:

For the Client:

EVELYN TOLEDO-DUMDUM

Program Director

Program Management Office

For the Consultant:

CARMELO R. VILLACORTA

Operations Director

Orient Integrated Development Consultants, Inc.

2.1 The date on which this CONTRACT shall come into effect is the date when the Notice to Proceed (NTP) is received by the Consultant.

2.2 The date for the commencement of Service is seven (7) calendar days after receipt of the consultant of the NTP

2.3 The period shall be for 14 months reckoned from the date of commencement of the services.

3.7 “The CONSULTANT shall not use these documents for purposes unrelated to this Contract without prior written approval of the CLIENT.”

6.1 Lump-sum amount refers to the remunerations/salaries excluding reimbursables and miscellaneous expenses (reimbursables shall be supported by receipts).

6.2 The amount in local currency shall not exceed PhP8,965,550.00.

6.4 Payments shall be made according to the following schedules:

Deliverable

Schedule of Submission

1. Inception Report

· Draft Report

· Final Report

· 1 week after issuance of Notice to Proceed (NTP)

· 1 week after receipt of comments collated by the PMO

2. Assessment Report on the Judiciary’s Training Programs, Policies and Practices

· Draft Report

· Final Report

· 5 weeks after issuance of NTP

· 1 week after receipt of comments collated by the PMO

3. Training Framework

· Draft Report

· Final Report

· 6 weeks after issuance of NTP

· 1 week after receipt of comments collated by the PMO

4. Training Needs Analysis (TNA) Report for all officials and personnel of the Judiciary

· Draft Report

· Final Report

· 23 weeks after submission of Assessment Report and Training Framework

· 2 weeks after receipt of comments collated by the PMO

5. Documentation of Best Practices and Lessons Learned from relevant Countries in respect to the Human Resource Development Program of their respective Judiciaries

· Draft Report

· Final Report

· 16 weeks after submission of Assessment Report and Training Framework

· 2 weeks after receipt of comments collated by the PMO

6. Human Resource Development and Capability Building Plan for all officials and personnel of the Judiciary

· Draft Plan

· Final Plan

· 10 weeks after submission of TNA Report

· 2 weeks after receipt of comments collated by the PMO

7. Training Management

· Draft Manual

· Final Manual

· 38 weeks after submission of Assessment Report and Training Framework

· 3 weeks after Receipt of comments collated by the PMO

8. Computerized Training Management System

· Prototype

· Final version

· 42 weeks after submission of Assessment Report and Training Framework

· 8 weeks after receipt of comments collated by the PMO

Deliverable	% of Total Contract Cost
1. Assessment Report on the Judiciary’s Training Program, Policies and Practices	10
2. Training Framework	10
3. Training Needs Analysis (TNA) Report	15
4. Documentation of Best Practices and Lessons	10
5. Human Resource Development and Capability Building Plan for all official and personnel of the Judiciary	25
6. Training Management Manual	15
7. Computerized Training Management System	15

All payments shall be processed only upon the issuance of a Certificate of Acceptance by the PMO.

The Client shall process the billing request within fifteen (15) days upon receipt. Payments shall be made within 15 days upon approval of the billing request and the deliverables in the table above.

The contract price for the consultancy services package is Eight Million Nine Hundred Sixty-Five Thousand Five Hundred Fifty Pesos (Php 8,965,550.00), chargeable against the proceeds of the Loan for the Judicial Reform Support Project (L.N. 7191-PH) on an 87%-13% financing scheme between the World Bank and the Government of the Philippines in accordance with the provisions of Schedule 1 of the Loan Agreement.

The signing of the contract shall be scheduled upon approval of the award of contract to the bidder.” Callejo, Sr., J., on official leave.

Very truly yours,

LUZVIMINDA D. PUNO

Clerk of Court

By:

(Sgd.) MA. LUISA D. VILLARAMA

Assistant Clerk of Court