CONTRACT FOR CREATIVE CONSULTING SERVICES FOR THE BCDA CORPORATE IDENTITY AND BRANDING PROGRAM PRODUCTION OF CORPORATE BRANDING COLLATERALS SO THE PUBLIC MAY KNOW: This CONTRACT is executed between: The BASES CONVERSION AND DEVELOPMENT AUTHORITY, a government instrumentality vested with corporate powers, created by virtue of Republic Act No. 7227, as amended, with office and postal address at the BCDA Corporate Center, 2/F, Bonifacio Technology Center, 31st Street, corner 2nd Avenue, Bonifacio Global City, Taguig City, represented by its President and Chief Executive Officer, ARNEL PACIANO D. CASANOVA, ESQ., who is duly authorized under the Revised BCDA Manual of Approvals, dated 5 August 2010, specifically Section No. 10, Subject No. 10.03, a certified true copy of which is hereto attached as Annex "A", hereinafter referred to as "BCDA"; - and _____________________________________________________, a private corporation, doing business under the firm name and style, ______________________________________, duly incorporated and registered under the laws of the Republic of the Philippines, with office and postal address at __________________________________, herein represented by _______________________, who is duly authorized for this purpose as evidenced by the Secretary’s Certificate dated ___________________, a copy of which is hereto attached as Annex “B” and hereinafter referred to as the “CONSULTANT”; BCDA and the CONSULTANT may hereinafter be referred to collectively as “Parties” and individually as “Party”. - ANTECEDENTS BCDA is mandated under Republic Act No. 7227, as amended by Republic Act No. 7917, to accelerate the sound and balanced conversion into alternative productive uses of the military reservations and their extensions, to raise funds by the sale of portions of Metro Manila military camps, and to apply the said funds for the development and conversion into alternative productive uses of these properties. Pursuant to this mandate, BCDA, in partnership with the private sector, is actively pursuing the development of the former baselands and their extensions consisting of Clark Air Base in Pampanga; Camp John Hay in Baguio City; the former Wallace Air Station in San Fernando, La Union; the Metro Manila Camps consisting of Fort Bonifacio and Villamor Airbase; and the former Refugee Processing Center in Morong, Bataan. 1 The BCDA has remained strongly committed to deliver on its mandate of contributing to the modernization of the Armed Forces of the Philippines, to make an impact on regional synergy and socio-development, and to generate economic opportunities for all arising from gains in its special economic zones. Hence, the BCDA aims to brand and position itself as a “development company”—strengthening its image as a prime mover of national development through public-private partnerships through a Corporate Identity and Branding Program. In line with the execution of BCDA’s Corporate Identity and Branding Program, BCDA aims to come up with a Corporate Brand and Slogan as well as Corporate Branding Collaterals to promote awareness and generate appreciation and support for its various programs and projects. To carry out the Corporate Identity and Branding Program, BCDA needs the services of a Consultant with extensive experience in the development and execution of corporate communications or marketing or branding or advertising campaigns. The CONSULTANT warrants that it has the required technical expertise, resources and the financial capacity to comply with its commitments as required by BCDA for this purpose. On ______________, BCDA conducted a public bidding for the procurement of Creative Consulting Services for the Corporate Identity and Branding Program: Production of Corporate Branding Collaterals, in accordance with Republic Act No. 9184, otherwise known as the “Government Procurement Act” and its “Revised Implementing Rules and Regulations,” and found CONSULTANT to be the highest overall rated bidder. The CONSULTANT, as evaluated by the BCDA Bids and Awards Committee for Consultancy (BAC-C) has presented to BCDA the most acceptable comprehensive events management proposal, with the highest capacity to facilitate the said activity to service the needs of BCDA pursuant to the Terms of Reference (TOR), a copy of which is hereto attached as, and made an integral part hereof and for which ________________________________, was awarded this Consulting Services Contract. In its BAC-C Resolution No. _______, the BAC-C recommended to award the Contract for the Creative Consulting Services to the CONSULTANT, which the BCDA President and CEO approved on _________________________. ACCORDINGLY, for and in consideration of the foregoing premises, and for the stipulations and conditions hereinafter stated, the parties hereto hereby agree and bind themselves to the following: SECTION 1. Specific Undertaking. The CONSULTANT is hereby engaged to render services contracted to the BCDAPublic Affairs Department. The CONSULTANT shall report directly to the Public Affairs Department Manager. 2 SECTION 2. Scope of Services. The CONSULTANT shall provide the following services to BCDA: 2.1 The Consultant shall be in charge of the production of the following corporate branding collaterals: 2.1.1 LOGO DESIGN, FORMULATION OF CORPORATE SLOGAN, AND PRODUCTION OF CORPORATE BRANDING MANUAL a. Conceptualization and graphic design services for the development of the BCDA logo; b. Conceptualization and graphic design services for the development of The BCDA Group logo; c. Editorial services for the Corporate Slogan; d. Editorial and graphic design services for the Corporate Branding Manual; and e. Printing services 2.1.2 CORPORATE BROCHURE a. Conceptualization and graphic design services for the development of the Corporate Brochure b. Editorial Services (research, copywriting, copyediting, and proofreading) c. Printing Services 2.1.3 CORPORATE PRINT ADVERTISEMENTS a. Conceptualization and graphic design services for the development of BCDA print advertisements; d. Editorial services (research, copywriting, copyediting, and proofreading) 2.1.4 EXHIBIT PANELS a. Conceptualization and graphic design services for the development of BCDA Exhibit Panels b. Editorial Services (research, copywriting, copy editing and proofreading) 2.1.5 CORPORATE AUDIO-VISUAL PRESENTATION a. Research b. Concept development c. Pre-production, production, and post-production of a 5-7 minuter BCDA Corporate AVP to wit: 3 i. Pre-production Research Conceptualization and creative development Scriptwriting Storyboard development ii. Production Direction Recording/Shooting iii. Post Production Online editing Voice Over (VO) Talent Photo editing/selection Image editing/enhancement Offline editing Graphics Composition Scoring Animation (as needed) 2.1.6 BCDA NEWSLETTERS a. b. c. d. 2.1.7 Graphic design services for the template of BCDA internal newsletter Graphic design services for the template of BCDA external newsletter Provide digital application for internal newsletter Editorial services for newsletter title/masthead CORPORATE WEBSITE a. b. Graphic design services for the design and layout of the current BCDA corporate website (excluding technical back-end e.g. programming language, website development software) Design of homepage and design template for inside pages 2.2 OTHERS 2.2.1. Professional photography services for the production of the BCDA Corporate Brochure. Services include shooting of situation/activity shots in digital format with resolution suitable for print and billboard which are inclusive of materials, supervision fee and art/photo direction. The photos will also be used for the development of the Exhibit Panels and Print Advertisements. A maximum total of ten (10) shooting days may be done simultaneously with the shoot for the Corporate AVP. The Consultant shall identify the number of photography set-ups based on the proposed concept. The following location set-ups shall be taken into consideration: 4 Asset Disposition Program (Bonifacio Global City and Newport City) John Hay Special Economic Zone Poro Point Freeport Zone Clark Freeport and Special Economic Zone Bataan Technology Park (BTP) Subic-Clark-Tarlac Expressway (SCTEX) NorthRail Corporate Social Responsibility (Taguig City) Expenses related to land transportation, and meals of the crew, including BCDA Public Affairs Department staff, subsidiary representatives, and models are included in the budget. BCDA shall provide permits for location setups, accommodation and additional transportation for the shoot as needed. The photos will be used in all other BCDA corporate communications/marketing collaterals 2.2.2. Provide at least three (3) models for the photo and video shoot based on the proposed concepts. A photo profile of the model shall be submitted to BCDA for approval prior to hiring for the project. BCDA shall be allowed to suggest models if necessary. Expenses related to transportation and talent fees of models, as well as professional hair and make-up services for the models are also included in the budget. BCDA shall provide additional models for the shoot as needed. 2.2.3 Printing services for the production of the Corporate Branding Manual, Corporate Brochure, and Exhibit Panels 2.2.4. Application for copyright/patent of the new BCDA and The BCDA Group logos, corporate slogan and corporate branding manual. 2.2.5. Preparation of final artworks (layered Photoshop file, TIFF, and JPG format for the Logos, Exhibit Panels, Print Advertisements, and Corporate Website; Adobe Indesign and PDF for the Corporate Branding Manual, Corporate Brochure, and Newsletter Template) as approved by BCDA. 2.2.6. Provide color proofing of the project, for approval of the BCDA 2.2.6.1 Perform basic color proofing services, computer-toplate (CTP) services and computer work services; 5 2.2.7. Computer works 2.2.7.1 2.2.7.2 Cover composition and manipulation of all pages of the corporate brochure and subsidiary/project inserts as well as the exhibit panels; and Design, layout and manipulation of all pages of the corporate brochure and subsidiary/project inserts (including high resolution scanning of photos, and other visuals; basic construction and editing of maps and other visuals) as well as the exhibit panels. 2.2.8 Manage the production of the corporate brochure and exhibit panels, including printing supervision together with a BCDA representative; 2.2.9 Produce premium quality, full-color corporate brochure and exhibit panels based on agreed technical specifications and standards acceptable to BCDA; 2.2.10 Deliver five (5) copies of the BCDA corporate branding manual based on agreed schedule; 2.2.11 Deliver 500 copies of printed corporate brochures in full based on agreed schedule. 2.2.12 Deliver and install six (6) exhibit panels on based agreed schedule. 2.2.13 Turn-over all other BCDA raw materials (designs, photos, videos, writings and/or documents) to BCDA. 2.2.14 Turn-over to BCDA all electronic files of final design and layout of the BCDA and The BCDA Group logos, corporate branding manual, corporate brochure, corporate print advertisement, exhibit panels, newsletters template, and corporate website in both Adobe InDesign or Adobe Photoshop and PDF format and electronic file of the BCDA corporate AVP in .avi, mp4/mpeg4 in an external hard drive. SECTION 3. DELIVERABLES 3.1. Logo Design and Corporate Slogan 3.1.1. One (1) design for the BCDA logo 3.1.2. One (1) design for The BCDA Group logo 3.1.3. One (1) Corporate Branding Manual 3.1.3.a. Five (5) Printed Copies 3.1.3.b. Five (5) DVD/electronic version 3.2. 500 printed copies of printed BCDA corporate brochures 6 3.3. Five (5) CD/DVD copies (electronic format) of the corporate brochure 3.4. Two (2) Corporate Print Advertisements copy and design/layout (BCDA Corporate and The BCDA Group) 3.5. One (1) set of BCDA Exhibit Panels with the following specifications: Size : 4 pcs. – 29.5 in. (w) x 77 in. (h) 2 pcs. – 29.5 in. (w) x 87 in. (h) Material : Full photographic sticker (300 dpi) with self adhesive vinyl Finish : matte lamination mounted on 3mm sintra board with Velcrostrip backing (15 meters) 3.6. Five (5) DVD copies of 5-7 minuter Corporate AVP 3.7. Design template for BCDA newsletters including title/masthead 3.6.1. Internal newsletter (eNewsletter) 3.6.2. External newsletter (for printing) 3.8. Design template for the BCDA Corporate website 3.7.1. Homepage 3.7.2. Two inside pages 3.9. Electronic files of all final design and layout saved in an external hard drive. SECTION 4. TIMETABLE The Consultant shall observe and adhere to the following deadlines of deliverables: DEADLINE Within one month from the issuance and actual receipt thereof by the Consultant of the Notice to Proceed (NTP) Within two months from the issuance and actual receipt thereof by the Consultant of the Notice to Proceed (NTP) Within two months from the issuance and actual receipt thereof by the Consultant of the Notice to Proceed (NTP) Within two months from the issuance and actual receipt thereof by the Consultant of the Notice to Proceed (NTP) Within two months from the issuance and actual receipt thereof by the Consultant of the Notice to Proceed (NTP) 7 MATERIALS TO BE DELIVERED Logo/Slogan Corporate Branding Manual Corporate Advertisements/Website Design Exhibit panels Newsletter Design Template Within three months from the issuance and actual receipt thereof by the Consultant of the Notice to Proceed (NTP) Within 3-4 months from the issuance and actual receipt thereof by the Consultant of the Notice to Proceed (NTP) Corporate Audio Visual Presentation Corporate brochures SECTION 5. CREATIVE TEAM. 5.1 The Consultant shall assign one (1) over-all Account Director/Manager dedicated to the BCDA account and on call by BCDA to ensure quality output and timely execution of the plan. 5.2 Creative Team for the Production of the BCDA Corporate Brochure, Corporate Print Advertisements, Exhibit Panels, Newsletter Design and Corporate Website 5.2.1 One (1) creative/art director and graphic artist, who will provide the overall concept design as well as provide creative/art directions for the shoot 5.2.2 One (1) professional photographer who will provide his expertise and knowledge in the shoot 5.2.3 One (1) copywriter/editor, dedicated to the BCDA account and on call by BCDA as needed. 5.3 Creative Team for the Production of the BCDA Corporate AVP: 5.3.1 One (1) director/producer who will provide the overall directions from pre-production to post-production of the corporate AVP 5.3.2 One (1) scriptwriter, dedicated to the BCDA account and on call by BCDA as needed 5.4 The Consultant shall provide all other support staff and production crew necessary for the completion of all corporate branding collaterals. SECTION 6. CONTRACT PRICE AND MANNER OF PAYMENT. For services to be rendered under this CONTRACT, BCDA shall pay the CONSULTANT the amount of Five Million Pesos (PHP5,000,000.00), inclusive of any and all taxes to be paid to the government. The CONSULTANT shall be paid under the following terms: 6.1 Twenty percent (20%) of the Contract Price upon submission by the CONSULTANT and approval of BCDA of the over-all concept, plan and timetable; 8 6.2 Twenty percent (20%) of the Contract Price upon submission by the CONSULTANT and approval of BCDA of the storyboard; 6.3 Fifteen percent (15%) of the Contract Price upon submission by the CONSULTANT and approval of BCDA of the audio-visual presentation (AVP) script; 6.4 Ten percent (10%) of the Contract Price upon submission by the CONSULTANT and approval of BCDA of the logo, slogan and manual; 6.5 Ten percent (10%) of the Contract Price upon submission by the CONSULTANT and approval of BCDA of the corporate print advertisements and website design; 6.6 Five percent (5%) of the Contract Price upon complete delivery and acceptance of BCDA of the corporate audio-visual presentation (AVP); 6.7 Five percent (5%) of the Contract Price upon complete delivery and acceptance of BCDA of the corporate brochures; 6.8 Five percent (5%) of the Contract Price upon submission by the CONSULTANT and approval of BCDA of the BCDA newsletter design/layout; 6.9 Five percent (5%) of the contract price upon the submission by the Consultant and approval of BCDA of the CDS/DVDs; 6.10 Five percent (5%) of the Contract Price upon completion of the Services, submission by the CONSULTANT and approval by BCDA of a Final Report, and the issuance of BCDA of a Certificate of Completion of Services rendered. SECTION 7. Term and Effectivity. This CONTRACT shall take effect upon the issuance and actual receipt thereof by the Consultant of the Notice to Proceed (NTP) and shall remain in force until the completion and full delivery of all branding collaterals in this CONTRACT. SECTION 8. Notice of Delay. In the event the CONSULTANT encounters delay in obtaining the required services or facilities understood to be provided by BCDA under this CONTRACT, it shall promptly notify BCDA in writing within five (5) working days of such delay and may request for an appropriate extension for completion of services. An extension may be granted if it could be established that the cause of the delay in the performance of work was due to the failure of BCDA to provide the required service or facilities. Any extension granted shall not entail additional fees over the consideration herein stipulated. 9 SECTION 9. Proprietary Rights. All materials, processes, data, proprietary information and other related data and information prepared pursuant to this CONTRACT shall be approved by BCDA. Upon completion of the services in this contract, the same shall become the exclusive property of BCDA. The CONSULTANT shall not retain for its records copies of the said materials, processes, data, proprietary information and other related data and information and the same shall not be disclosed to another party without BCDA's prior written consent. SECTION 10. Successors and Assignees. The covenants, terms, conditions, provisions and undertakings in this CONTRACT or any modifications, revisions or supplements thereof shall extend to and be binding upon the successors and assigns of the Parties as if they were in every case, named and expressed therein. Neither party shall assign or transfer its rights and obligations under this contract without the written consent of the other. SECTION 11. Employees of the CONSULTANT. No employer-employee relationship shall exist between the employees, agents or representatives of the CONSULTANT and BCDA. Hence, BCDA shall not in any way be liable or responsible for any personal injury or damage, including death, sustained or caused by or to any of the employee(s) of the CONSULTANT during the performance of their work under this CONTRACT. The CONSULTANT shall, at all times, be solely liable and/or responsible for the compliance and enforcement of all existing laws, rules and regulations, particularly the Labor Code of the Philippines, that may affect its work under this CONTRACT. The CONSULTANT likewise binds itself to save and hold BCDA free and harmless from any liability or damages arising from the performance of the work of the CONSULTANT under this CONTRACT. SECTION 12. Tax Liabilities of the Consultant. The CONSULTANT shall regularly present a tax clearance from the Bureau of Internal Revenue (BIR) as well as a copy of its income and business tax returns duly stamped and received by the BIR and duly validated with the tax payments made thereof, within the duration of the CONTRACT. SECTION 13. Performance Security. On or before the signing of this CONTRACT, the CONSULTANT shall post in favor of and deliver to the BCDA a Performance Security to guarantee and answer for the CONSULTANT’s faithful performance of all obligations and undertakings under the CONTRACT. The Performance Security may be in any of the following forms and schedule, or a combination thereof: 10 a. Cash, Manager’s Check, Cashier’s Check issued by a Universal or Commercial Bank. Five percent (5%) of the total Contract Price; b. Bank Draft/Guarantee or irrevocable letter of credit issued by a Universal or Commercial Bank; Provided, however, that is shall be confirmed or authenticated by a Universal or Commercial Bank, if issued by a foreign bank. Five percent (5%) of the total Contract Price; c. Surety Bond callable upon demand issued by a surety or insurance company duly certified by the Insurance Commission as authorized to issue such security. Thirty percent (30%) of the total Contract Price; and d. Any combination of the foregoing, in an amount proportionate to the share of form with respect to the total amount of the security. The Performance Security shall comply with and reflect the following conditions: a. b. c. d. It shall guarantee the payment of the amount of the security as penalty in the event it is established that the CONSULTANT is in default in its obligations under the CONTRACT; It shall be co-terminus at least with the final completion of the Services including time extension granted, if any; It shall reflect the following provision: “The right to institute action on the penal bond of any individual firm, partnership, corporation and association supplying the CONSULTANT with labor and materials for the prosecution of the services is hereby acknowledged and confirmed”; and It shall include a sworn certification that the CONSULTANT is free and clear of all tax liabilities to the government. Any amount for liquidated damages in Section 15 hereof may be charged against the performance security at the sole discretion of BCDA. The Performance Security shall be callable on demand. SECTION 14. Incorporation. This CONTRACT shall be deemed subject to the provisions of the TOR, and the proposal submitted by the CONSULTANT to BCDA pursuant to the TOR, all of which are deemed incorporated in the CONTRACT and made an integral part hereof. SECTION 15. Conflict of Interest The CONSULTANT and its key staff, who may be directly associated with entities that may have an interest in or bias against any BCDA project, shall enter into a nondisclosure agreement with BCDA. 11 SECTION 16. Termination. The BCDA may, at any time, terminate this CONTRACT, by giving at least thirty (30) calendar days’ written notice to the CONSULTANT. Upon pre-termination of this CONTRACT, a pro-rated settlement of services rendered by the CONSULTANT shall be made only up to the date of termination of its services. SECTION 17. Standard of Services. The CONSULTANT shall fulfill its obligations under the agreement by using its technical expertise and according to the best-accepted professional and industry standards. The CONSULTANT shall exercise all reasonable skill, care, diligence and prudence in the discharge of the duties agreed to be performed and shall always work for the best interest of BCDA. SECTION 18. Liquidated Damages. The CONSULTANT obligates itself to perform and complete all the Services within the period specified in Annex “C”, beginning from the starting date exclusive of such extensions of time as may be mutually agreed upon. Should the CONSULTANT fail to complete the Services within the stipulated time, liquidated damages, exclusive of penalty, shall be paid to BCDA by the CONSULTANT in an amount equal to one-tenth of one percent (1/10 of 1%) of the total Contract Price less the value of the completed portions of the CONTRACT as certified to by BCDA for each calendar day of delay until the Services are completed. SECTION 19. Settlement of Disputes. All disputes between the parties under the provision of this CONTRACT that the parties fail to resolve between themselves shall be brought before any court of competent jurisdiction in Taguig City to the exclusion of any other court of equal jurisdiction. SECTION 20. OGCC Review. The parties agree that this CONTRACT has been reviewed by the Office of the Government Corporate Counsel (OGCC), whose comments and suggestions have been herein incorporated. SECTION 21. Notices. Any notice, approval, authorization or request required or permitted to be given or made under this CONTRACT shall be made in writing, and shall be deemed duly 12 given or made when it shall have been delivered by hand or sent by registered mail to the party for whom it is intended at the said party's address. It shall be the obligation of the CONSULTANT to inform BCDA in writing of any change of address within three (3) calendar days from such change. In the absence of a valid notice of change of address, all such correspondence and papers shall be legally considered to have been duly received by the CONSULTANT when sent to such address even if not actually received by the CONSULTANT. SECTION 22. Confidentiality. The CONSULTANT shall not disclose to any third party any information relative to the scope and/or results of the services contracted herein and the work/business of BCDA or any of its subsidiaries and will not disclose, make use or copy/duplicate any confidential information to any person without prior written consent of BCDA. The CONSULTANT ensures that its personnel, employees, or agents will not disclose, make use or copy or duplicate any confidential information to any person without the prior written consent of BCDA. The Consultant’s breach of this confidentiality provision shall entitle BCDA to legal and other equitable remedies including but not limited to the immediate cancellation of this Contract and shall entitle BCDA for claim for damages and injunctive relief under the circumstances. BCDA may also elect to terminate further access by the Consultant to any data and information obtained through this Contract. SECTION 23. Non-Waiver of Rights. The failure of one party to insist upon a strict performance of any of the term, condition and covenant hereof shall not be deemed a relinquishment or waiver of any right/remedy that said party may have, nor shall it be construed as a waiver of any subsequent breach of the same or other terms, conditions or covenants. No waiver by any one party or any of its rights under this Agreement shall be deemed to have been made unless expressed in writing and signed by that party. SECTION 24. Representation and Warranties. The parties warrant that they have not offered or given, and shall not offer or give to any employee, agent, or representative of either Party, any gratuity, with a view toward securing any business from one another, or influencing such persons with respect to terms, conditions or performance of any contract with each other. a. It is duly incorporated, validly existing and in good standing under the Philippine laws and has its principal office at the address at the address first written above. 13 b. It has full legal right, power and authority to carry on its present business, to own its properties and assets, to incur the obligations provided for in this CONTRACT, to execute and deliver this CONTRACT, and to perform and observe the terms and conditions hereof. c. It has taken all appropriate and necessary corporate and legal actions to authorize the execution, delivery and performance of this CONTRACT. SECTION 25. Amendments. Any amendment or modification to this CONTRACT shall be reduced to writing and executed/signed by both the BCDA and the CONSULTANT, with the same formalities observed in the execution of this CONTRACT. SECTION 26. Severability. If any provision of this CONTRACT becomes invalid, illegal or unenforceable, the parties will endeavor, acting in good faith, to agree on the terms of a provision that may be substituted for the invalid, illegal or unenforceable provision. The invalidity, illegality or unenforceability of any provision will not affect the remaining portions of the CONTRACT. SIGNED ON ______________________________ at Taguig City, Metro Manila. BASES CONVERSION AND DEVELOPMENT AUTHORITY CONSULTANT By: By: ARNEL PACIANO D. CASANOVA, Esq. President and Chief Executive Officer _______________________________________ Signed in the Presence of AILEEN ANUNCIACION R. ZOSA Executive Vice President _______________________________________ 14 ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES) _______________________________________) S.S. BEFORE ME, a Notary Public, for and in _______________ City this __________________ 2012, personally appeared the following: Name ARNEL PACIANO D. CASANOVA President and Chief Executive Officer Competent Evidence of Identity Passport No. EB1265133 Place & Date of Issue/Expiry 10/28/2010 DFA-MANILA 10/27/2015 both known to me to be the same persons who signed the foregoing document and acknowledged to me that their signatures prove their free acts and the entity/ies they represent. SIGNED AND SEALED on _____________________ 2012 in ___________________________. NOTARY PUBLIC Doc. No. _________ Page No. _________ Book No. _________ Series of 2012. 15