MEMORANDUM OF AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Memorandum of Agreement (the “Agreement”) is made and entered into by and among:
OH MY GULAY, INC., a non-stock, non-profit organization, duly organized and
existing under and by virtue of the laws of the Republic of the Philippines and registered
with the Philippine Securities and Exchange Commission, with principal office address at
Room 504 GSIS Building, Financial Center, Pasay City, represented herein by its Lead
Convenor, SENATOR EDGARDO J. ANGARA, and herein referred to as “OMG”;
The DEPARTMENT OF EDUCATION, an agency of the national government of the
Republic of the Philippines, created by virtue of Batas Pambansa (B.P.) No. 232 “The
Education Act of 1982” as amended by Republic Act (R.A.) No. 9155 otherwise known
as “Governance of Basic Education Act of 2001”, with principal office address at DepEd
Complex, Meralco Ave., Pasig City, Metro Manila, represented herein by its Secretary,
BR. ARMIN A. LUISTRO, FSC, and herein referred to as “DepEd”;
EAST-WEST SEED FOUNDATION, INC., a non-stock, non-profit organization duly
organized and existing under and by virtue of the laws of the Republic of the Philippines
and registered with the Philippine Securities and Exchange Commission, with principal
office address at Unit 305 Xavier Residences, 41 Esteban Abada corner Rosa Alvero Sts.,
Loyola Heights, Quezon City, represented herein by its Corporate Secretary and
Treasurer, DR. MARY ANN P. SAYOC, and herein referred to as “EWSF”
- and [DONOR], a corporation duly organized and existing under and by virtue of the laws of
the Republic of the Philippines and registered with the Philippine Securities and
Exchange
Commission,
with
principal
office
address
at
___________________________________________________________________,
represented herein by its [designation], ________[Name]_________, and herein referred
to as “DONOR’’
(OMG, DepEd, EWSF, and DONOR are also collectively herein referred to as “Parties”
or “Program partners”, or individually as “Party” or “Program partner”)
WITNESSETH: That
WHEREAS, OMG was established to develop and implement awareness campaigns and programs
towards combating malnutrition and/or nutrient deficiencies through vegetable cultivation and promoting
the integration of vegetables in the regular diet;
WHEREAS, the activities of OMG include a tri-media awareness campaign, school gardening, feeding,
and education programs for growing vegetables in elementary schools, among others;
WHEREAS, OMG is authorized to enter into an agreement with any government and/or non-government
entities for financial and technical assistance in furtherance of its programs;
WHEREAS, DepEd is the government agency tasked with the governance of basic education in the
Philippines and is now calling on the private sector to serve as a major partner in the nation’s
development and in the improvement of the public education system;
WHEREAS, DepEd believes that nutrition and education are closely linked and that it should develop
the skills, knowledge and values of school children through modern vegetable gardening, creating
awareness and interest on the health benefits of vegetable consumption;
1
WHEREAS, EWSF, in order to achieve its mission of educating Filipinos on the importance of vegetable
consumption for improved nutrition, especially among the youth, has embarked on a school-based
vegetable gardening program dubbed as ‘Tanim sa Kinabukasan’ or “TSK”;
WHEREAS, EWSF has access to high quality vegetable seeds adapted to Philippine farming as well as
modern vegetable production technologies that can easily be taught in public school nationwide;
WHEREAS, EWSF, in its desire to replicate the TSK Program in as many DepEd elementary schools as
possible, is seeking to develop project partnerships with like-minded private and public organizations to
maximize the TSK program’s social impact;
WHEREAS, OMG, in partnership with the DepEd and EWSF, has initiated this undertaking under
DepEd’s “Adopt-a-School” scheme, which allows interested donors from the private sector to be directly
involved with the improvement of the nutritional welfare of Filipino students nationwide, through the
establishment of a school-based vegetable garden as a complementary activity to DepEd schools’ feeding
program for malnourished school children (and a school system of financial assistance and first-hand
monitoring and involvement in the education programs for growing vegetable in their schools);
WHEREAS, “DONOR” supports public and private undertakings that can effectively raise the awareness
and engagement of citizens to practice healthy lifestyles through proper nutrition and physical activity;
WHEREAS, “DONOR” has proposed to adopt ______ [number] public elementary schools, while all
such public elementary schools shall serve as partner-schools (herein referred to as “Beneficiary
Schools”) in the implementation of this joint initiative to be called “Oh My Gulay-Tanim sa Kinabukasan
(OMG-TSK) Program”;
WHEREAS, under the OMG-TSK Program, the selected Beneficiary Schools will be provided with,
among others, the necessary farm tools, inputs, seeds, and technical assistance to establish a One
Thousand (1000) square meter (sqm.)-vegetable garden, as well as technical training on modern vegetable
gardening technologies, which will enable them to sustain the vegetable garden established under the
Program even after the completion of the Program implementation;
NOW, THEREFORE, for and in consideration of the foregoing premises and the terms and conditions
herein set forth, the Parties hereby agree to implement the OMG-TSK Program under the following terms
and conditions:
Section 1. Rights and Responsibilities of the Parties:
1.1 OMG shall:
a.) Act as the lead convenor for the planning and implementation of the OMG-TSK Program
(also herein referred to as the “Program”);
b.) Coordinate with DepEd’s Central Office and ensure the creation of a Technical Working
Group (TWG) which will ensure that all concerned DepEd officials at the central, district,
division and local school levels where the OMG-TSK Program is to be implemented, shall
commit whatever available resources they have and extend their full cooperation and support
for a successful implementation of the OMG-TSK Program;
c.) Coordinate with EWSF and DepEd to ensure the proper implementation of the OMG-TSK
Program;
d.) Receive the funds to be provided by DONOR for the implementation of the OMG-TSK
Program and immediately remit the said funds to EWSF in exchange for, among others, farm
inputs, seeds and technical assistance/training to be supplied by EWSF for the
implementation of the Program in accordance with Section 2 of this Agreement;
e.) Call for regular meetings among the Program partners to resolve any Program issues or
concerns that may affect the successful implementation and monitoring of OMG-TSK
Program;
f.) Provide publicity and media support to its Program partners; and
2
g.) Monitor the progress of implementation of the OMG-TSK Program, ensure the delivery of
the Program inputs and attainment of desired outcomes by the OMG-TSK Program as
stipulated in this Agreement, and transmit periodic progress reports regarding the
implementation of the Program to its Program partners.
1.2. DepEd through its Health and Nutrition Center shall:
a) In coordination with OMG, form/create a Technical Working Group (TWG) for the OMGTSK Program, to ensure that all concerned DepEd officials at the central, district, division
and local school levels where the OMG-TSK Program shall be implemented, are committed
to extend their full cooperation and support, and shall allocate whatever available resources
they may have for the successful implementation of the vegetable gardening component of
OMG-TSK Program, making it a complementary activity in support of the Beneficiary
School’s feeding program for the benefit of undernourished students. The TWG shall be
composed of representatives from:
Chairman : Oh My Gulay, Inc.
Co-Chair : East West Seed Foundation, Inc.
Members : DepEd Health and Nutrition Council
DepEd Adopt a School
GT-Metro Foundation, Inc.
Global Business Power Corporation;
b) Provide policy guidance and directions to ensure the proper implementation of the OMGTSK Program as a complementary activity to the Beneficiary Schools’ feeding program for
malnourished students;
c) Recommend to DONOR schools, based on specific criteria including low academic
performance and incidence of malnutrition, from which DONOR and DONOR could select
the eleven (11) Beneficiary Schools to be sponsored;
d) Provide baseline statistics on malnutrition incidence in the Beneficiary Schools, and submit
periodic measurements of the nutrition status of said Beneficiary Schools;
e) Coordinate closely with OMG secretariat on Program implementation and monitoring and
submit periodic progress reports to its Program partners; and
f) Monitor the OMG-TSK Program and recommend solutions on any deviations from planned
activities.
1.3 EWSF shall:
a) Allocate and use the funds provided by DONOR for the implementation of the OMG-TSK
Program in accordance with Section 2 of this Agreement;
b) Conduct a technical evaluation of each of the pre-identified Beneficiary Schools to determine
technical feasibility of establishing a school-based vegetable garden in the allocated space for
the said project; and to make appropriate recommendations to the TWG and/or Program
Partners;
c) Deploy an adequate number of qualified agriculturists who will serve as full-time project
field coordinators (FCs) in charge of establishing the OMG-TSK Program vegetable garden
in, and training the students, teachers and other community leaders or volunteers of the
Beneficiary Schools recommended by DepEd and selected by DONOR;
d) Train selected elementary students (preferably in Grade 5) of the Beneficiary Schools and
their Edukasyong Pangtahanan at Pangkabuhayan (EPP) subject teacher/s, along with other
designated school personnel and volunteers, in modern vegetable gardening technologies
using EWSF’s standard training packages;
3
e) Together with the Beneficiary-School principal and/or other DepEd officials, coordinate with
the concerned Local Government Units, in particular the Mayor, Municipal Agriculture
Officer (MAO) and/or other municipal or barangay officials, to encourage them to extend
financial grants (e.g. School Improvement Fund) or other forms of assistance to the OMGTSK Program in order to sustain project activities (i.e. school-based garden) after the
completion of the implementation of the Program;
f) Establish a multi-crop, high yield, tropical vegetable garden in a 1,000 square meter land area
to be allocated by the Beneficiary Schools for the Program;
g) Manage timely procurement of garden inputs and tools such as EWSF seeds and/or seedlings,
farming implements, fertilizer, plastic mulch and others, to be turned over to the Beneficiary
Schools as donations pursuant to the OMG-TSK Program and to be used to start-up and
maintain said garden; and
h) Monitor the vegetable garden regularly and submit mid-term and post Program
accomplishment reports to its Program partners.
1.4 DONOR shall do the following:
a) DONOR will select Beneficiary Schools that will receive the farm inputs, seeds and technical
assistance/training from EWSF, the cost of which will be funded by DONOR in accordance
with this Agreement. DONOR may also select a school that is not found on the DepEd list as
a Beneficiary School, subject to the approval of OMG and DepEd;
b) DONOR will provide funds in the amount of EIGHTY FIVE THOUSAND PESOS (Php
85,000.00), Philippine currency, per Beneficiary School respectively adopted by them, for the
implementation of the OMG-TSK Program which will answer for, among others, the purchase
of farm inputs, seeds, seedlings, as well as expenses related to technical training of teachers
and students of the Beneficiary Schools on Modern Vegetable Growing, training materials,
Program monitoring and supervision, other expenses, in accordance with Section 2 of this
Agreement;
c) For the Beneficiary Schools to be adopted by DONOR, DONOR shall donate the total amount
of [total number of Beneficiary Schools x Php 85.000], Philippine currency, which will be
used by DONOR to support and finance the implementation of the OMG-TSK Program in the
said Beneficiary Schools; and
d) DONOR will give to OMG the above-mentioned funds in the total amount of [total number
of Beneficiary Schools x Php 85.000], Philippine currency, for the OMG-TSK Program
implementation in the Beneficiary Schools, upon the execution of this Agreement.
Section 2. Program Cost
The cost of the implementation of the OMG-TSK Program amounts to EIGHTY FIVE THOUSAND
PHILIPPINE PESO (Php 85,000.00) per Beneficiary-School. For adoption/sponsorship of eleven (11)
Beneficiary Schools, as provided under Section 1.4 of this Agreement, DONOR will provide funds to
OMG in the total amount of NINE HUNDRED THIRTY-FIVE THOUSAND (Php 935,000.00),
Philippine currency. The said amount shall be given by OMG to EWSF, and shall be allocated and used
by EWSF for each beneficiary school with the following breakdown:
Administrative and operational costs:
P 46,000.00
Training Materials:
27,000.00
Vegetable Gardening Tools and Production: 12,000.00
85,000.00 per beneficiary school
Section 3. Term. The OMG-TSK Program implementation shall commence on _________ and should
be completed not later than _______. Upon completion of the implementation of the Program, the
Beneficiary Schools are responsible for the Program’s sustainability with minimal assistance from EWSF
such as provision of free seeds and minimal technical assistance.
4
Section 4. Capacity and Authorization. The parties herein warrant that they have the capacity, power
and requisite authorization to enter into this Agreement.
Section 5. Separability Clause. Should any part of this Agreement be judicially declared null and void,
such nullity shall not affect the validity of the remaining provisions hereof.
Section 6. Breach of Contract. Gross violation or omission of any of the provisions of this Agreement
shall be ground for the cancellation or rescission of the same without need for legal or court action.
Any Party may terminate this Agreement, if the other Party (“Defaulting Party”) failed to fulfill its duties
and obligations under, or committed a material breach of any of the provisions, terms, and conditions of,
this Agreement, by giving written notice to the Defaulting Party and other Parties to this Agreement. The
termination of the Agreement becomes effective immediately upon receipt of the Defaulting Party of the
written notice.
It is understood that DONOR shall not be held responsible for the implementation of the OMG-TSK
Program and its participation shall be limited to the provision of funding for the implementation of the
Program. In the event that the OMG-TSK Program is terminated for whatever reason, the funds provided
by DONOR shall be returned in full to DONOR immediately upon termination the amount that DONOR
contributed for the OMG-TSK Program.
Section 7. Miscellaneous Provisions.
7.1. It is understood that no employer-employee relationship in any manner or form is deemed created
between and among the OMG, DepEd, EWSF, DONOR. Further, nothing in this Agreement shall
be construed or implied to create a partnership, joint venture, agency, or any other relationship
between the Parties herein, except as provided in this Agreement.
7.2. None of Parties shall be liable to the other for any delay or failure to perform its obligations under
this Agreement if that delay is due to force majeure, provided that there is no willful misconduct or
gross negligence on the part of the Party who failed or delayed in performing its obligations and the
force majeure event could not have been prevented or overcome by the exercise of due diligence by
such Party. Force majeure shall refer to causes beyond the reasonable control of the Parties,
including without limitation, public calamity, epidemic, fire, earthquakes, acts of God, war, civil or
military disturbance, riots, labor disputes, and the like. No claim shall be made by any Party in
respect of any period during which any of the said events shall persist.
In the event of the occurrence of a force majeure situation which hinders a Party in the discharge of
its obligations under this Agreement, the Party claiming to be affected thereby shall promptly notify
in writing the other Party giving full particulars thereof and shall use its best efforts to remedy the
situation and the Parties shall consult each other with respect to the appropriate measures to be
taken.
7.3. This Agreement constitutes the entire agreement of the Parties and shall supersede any prior
expressions of intent or understanding with respect to the subject matter hereof.
7.4. This Agreement shall be binding upon and enforceable against the Parties herein, and their
respective successors-in-interest. None of the Parties may assign or otherwise transfer this
Agreement or any of its rights and/or obligations under this Agreement, without the prior written
consent of the other Party. Any and all amendments, changes, modifications, additions or revisions
in this Agreement shall not be valid unless agreed upon in writing by both Parties herein.
7.5. If one or more of the provisions of this Agreement or any other documents, agreements, or
instruments executed or delivered in connection herewith is/are held to be invalid, illegal or
unenforceable in any respect under applicable law, the Parties agree to renegotiate such provision(s)
in good faith. In the event that the Parties cannot reach a mutually agreeable and enforceable
replacement for such provision(s), then (i) such provision(s) shall be excluded from this Agreement,
and (ii) the validity, legality and enforceability of the remaining provisions contained herein or
therein shall not in any way be affected or impaired thereby.
5
7.6. This Agreement shall be governed by and construed in accordance with the laws of the Republic of
the Philippines. The Parties hereto expressly submit to and unconditionally accept the exclusive
jurisdiction of the trial courts of the City of Makati, Philippines, in all matters relating to this
Agreement.
All other matters not covered by this Agreement shall be negotiated by the Parties in good faith on
a case-to-case basis.
IN WITNESS WHEREOF, the parties have hereunto affixed their signatures on this _____day of
___________, here at_____________________________, Philippines.
_________________________________
SENATOR EDGARDO J. ANGARA
Lead Convenor
OH MY GULAY (OMG), INC.
_____________________________
BR. ARMIN A. LUISTRO FSC
Secretary
Department of Education (DepEd)
_______________________________
DR. MARY ANN P. SAYOC
Corporate Secretary
East-West Seed Foundation Inc.
_____________________________
[NAME/Representative of Donor company]
[Designation]
[Donor Company]
_____________________________
[NAME/Representative of Donor company]
[Designation]
[Donor Company]
_____________________________
6