Request for Proposal for installation and operation of Seoul promotion booths at overseas travel fairs to be held in 2012 July 2012 Seoul Tourism Organization -1- < Contents > Ⅰ. Summary of request for proposal 1. Background and purpose of service 2. Summary of service ---------------------------------------------------- 3 ----------------------------------------------------------------------- 3 3. Key details of service --------------------------------------------------------------------- 4 Ⅱ. Details on bidding and contract 1. Qualifications for participation in tender ---------------------------------------------- 4 2. Registration for participation in tender and receipt of proposal ---------------------- 5 3. Evaluation of proposal --------------------------------------------------------------------- 5 4. Decision on negotiators and negotiation priority --------------------------------------- 8 5. Negotiation process ----------------------------------------------------------------------- 9 6. Others ----------------------------------------------------------------------------------------- 9 Ⅲ. Guidelines for preparation of proposal 1. Notice for preparation of proposal ------------------------------------------------------10 2. Preparation of technical proposal (for quantitative evaluation) 11 -2- -------------------- 3. Preparation of technical proposal (for qualitative evaluation) ----------------------11 4. Contents of proposal and key entries (proposed example) --------------------------12 5. Others ---------------------------------------------------------------------------------------- 12 Ⅳ. Attachment 1. Forms of documents to be submitted (No.1~16) --------------------------------------14 Ⅰ Summary of request for proposal 1. Background and purpose of service Seoul Tourism Organization(STO) aims to participate and operate Seoul promotion booths in the Taipei Int'l Travel Fair (Oct.26~29, 2012) in Taipei, Taiwan and the China Int'l Travel Mart (Nov.15~18, 2012) in China, to promote Seoul as an attractive travel destination through various promotional activities including introduction of Seoul's new tourist attractions and direct sales of tourism products from Seoul. 2. Summary of service A. Service title: Installation and operation of Seoul promotion booths at overseas travel fairs held in 2012 B. Service period: Day of contract ~ Nov.30, 2012 C. Service expense: USD100,000 ※ Korean V.A.T. excluded. All other charges including tax, tariff and shipping fee arising overseas included. -> Please refer to the notice of tender -3- D. Contract method: Limited competitive bidding (contract based on negotiation) E. Summary of travel fairs to participate in Scope of Classification Summary of event participation ❍ Title: Taipei Int'l Travel Fair (Taipei ITF) Taipei Int'l ❍ Period: Oct. 26 (Fri.) ~ 29 (Mon.), 2012 Travel Fair ❍ Venue: Taipei World Trade Center Exhibition Hall (Taipei ITF) ❍ Scope of participation: 250,000 visitors from 61 countries 8 booths (72 ㎡) (2011) ❍ Title: China Int'l Travel Mart (CITM) China Int'l Travel Mart (CITM) ❍ Period: Nov. 15 (Thu.) ~ 18 (Sun.), 2012 4 booths (36 ㎡) ❍ Venue: Shanghai New International Exhibition Center ❍ Scope: 70,000 visitors from 95 countries (2011) 3. Key details of service A. Design and floor plan of Seoul promotion booths B. Production and construction of Seoul promotion booths C. Operation of on-site events at Seoul promotion booths and support for local press campaign D. Follow-up service including removal and shipping of exhibits E. Other matters related to management and operation of the exhibition booths ※ For further information, please refer to the task order. Ⅱ Details on bidding and contract 1. Qualifications for participation in tender A. An exhibition equipment and operation company with experience in providing exhibition facilities and equipment maintaining local corporations (branches) in both Taiwan and China. -4- B. A company with similar service experience worth USD17,000 or more in relation to the installation or operation of exhibition booths for the Korean government or private companies within the past three years. C. A corporation with no grounds for disqualification based on relevant Korean laws and regulations - A corporation with no grounds for disqualification as stipulated by Article 12 of the Enforcement Decree of the Act on Contracts to which a Local Government is a Party and Article 14 of the Enforcement Rules of the same act - A corporation that does not correspond to Article 92 of the Enforcement Decree of the Act on Contracts to which a Local Government is a Party ※ In the case of bidding participation by a joint venture (shared responsibility), companies that respectively deal with design and installation of the booths and their management can come together as a joint venture, from which one representative should be selected to exercise the contract and representative rights. ※ A joint venture should cleary specify the details of each company's task and proposed expenses (budget) in the proposal to be submitted. ※ A joint venture should satisfy the qualifications for participation in tender and submit the joint venture agreement. ※ After the registration for participation in tender, the joint venture cannot be altered, and the members of a joint venture cannot participate in another joint venture for the same project. D. Procedure for bidding and contract: Contract based on negotiation Notice of Registration & ⇨ tender submission of proposal ⇨ Evaluation of proposal Selection of ⇨ negotiators & notification Negotiation & ⇨ conclusion of contract 2. Registration for participation in tender and receipt of proposal A. Notice of tender 1) Homepage of the Korea On-line e-procurement System by the Public Procurement Service (www.g2b.go.kr) 2) Homepage of the Seoul Tourism Organization (www.seoulwelcome.com) -5- B. Registration for participation in tender and submission of proposal (via office visit or mail) 1) Registration deadline: August 16 , 2012 ( Thu. ) 17:00 2) Place: Management Support Team, Seoul Tourism Organization - Address: 15th fl. Ssangyong Bldg. 24-1 Jeodong 2-ga, Jung-gu, Seoul ※ In the case of submission via mail, the documents should arrive at the office by the time of deadline, and in this relation, international express mail service (DHL, FeDex, etc.) may be used. C. Documents to be submitted at the time of registration for participation in tender (※ Please refer to the notice of tender) 3. Evaluation of proposal A. Method of evaluation 1) Evaluation is made based on the proposing company's technical ability (80%) and bidding price (20%) 2) Evaluation of the proposal is made based on the submitted documents, and information not provided in the proposal is not considered for evaluation. 3) Scores and evaluators for different evaluation criteria Classification Technical Scores Evaluators 20 Contract officer Quantitative evaluation ability Qualitative evaluation evaluation Bidding price evaluation 60 20 Evaluation method Absolute evaluation based on objective index Proposal evaluation Subjective evaluation of various items by committee Contract officer relevant committee members Absolute evaluation based on relevant calculation formulas 4) Evaluation of proposal is made by summing up the scores for different evaluation criteria, and the final grade is rounded off to three decimal places. B. Proposal evaluation meeting 1) Time: August 22, 2012 ( Wed. ) 14:00 2) Place: Conference Hall, Seoul Tourism Organization -6- 3) Members: Evaluation will be made by the proposal evaluation committee to be established separately. C. Presentation of proposal 1) According to the order in which the proposals have been received, the project manager or one representative from partner companies of a joint venture shall give a presentation based on the submitted proposal and PowerPoint material. ※ If interpretation is required, consecutive interpretation will be provided in Korean. The proposing company should bring an interpreter if necessary. 2) Each presentation shall last less than 30 minutes including interpretation, followed by a 10-minute Q&A session. ※ The time limit can be adjusted depending on the number of proposing companies. ※ Companies that do not participate in presentation of proposal shall be excluded from evaluation. D. Detailed evaluation criteria and scores 1) Scores for detailed criteria for technical ability evaluation Classification Evaluation criteria Scores Subtotal Total Quantitative 100 Business performance in similar services 5 evaluation BIS capital adequacy ratio (20) Current ratio Technical ability evaluation (80) Qualitative evaluation (60) 10 20 5 ㆍ Suitability of representation of Seoul's brand and Suitability of image task implementation ㆍ Suitability of booth design and event plan characteristics 10 10 60 ㆍ Originality of booth design and relevant 10 ideas Originality and efficiency ㆍ Efficiency of space arrangement (Placement of consulting zone and event zone, and -7- 10 suitability of flow of human traffic, etc.) ㆍ Efficiency of organization structure Implementation ability and management/ promotion ability ㆍ Appropriateness of the utilization plan for 5 manpower including experts ㆍ Feasibility of production/installation 5 ㆍ Ability for stable management of booths 10 ㆍ Effective promotion plan ㆍ If the bidding price is 80% of projected price or higher Grade = score × (lowest bidding price/the proposer's bidding price) Bidding price evaluation (20) ㆍ If the bidding price is less than 80% of projected price 20 Grade = [score × (lowest bidding price/80% of projected price)] + [2×(80% of projected price-the proposer's bidding price) / (80% of projected price-60% of projected price)] ※ If the bidding price is less than 60% of the projected price, the calculation will be made based on 60% of the projected price. ※ In the case the proposal includes the budget price, it shall be applied as the projected price. 2) Evaluation criteria of quantitative evaluation and scores Evaluation criteria Evaluation elements (scores) ㆍ 5 or more projects similar services (10) ㆍ 4 projects years (5) ㆍ 3 projects 6 - KRW20,000,000 or higher per project ㆍ 2 projects 4 2 Total performance during the last 3 ㆍ 1 project or less ㆍ 100% or more ㆍ 90% ~ less than 100% Management status (10) Scores 10 8 Business performance in Rating Capital ratio in the most recent year - Total capital/total assets ㆍ 80% ~ less than 90% ㆍ 70% ~ less than 80% ㆍ Less than 70% -8- 5 4 3 2 1 Current ratio in the most recent year - Current assets/current liabilities ㆍ 100% or more 5 ㆍ 90% ~ less than 100% 4 ㆍ 80% ~ less than 90% ㆍ 70% ~ less than 80% 3 2 ㆍ Less than 70% 1 ※ Evaluation of management status is made based on the average rate in the construction industry presented in the 2010 corporate management analysis report by the Bank of Korea. (BIS capital adequacy ratio 40.91%, current ratio 164.98%) ※ BIS capital adequacy ratio and current ratio were calculated by rounding off to three decimal places. E. Selection and notification of preferred negotiator 1) Date: August 24 , 2012 ( Fri. ) (tentative schedule) 2) Notification method: Notice on the STO homepage (www.seoulwelcome.com) and individual notification ※ Separate notice will be given in the case of change in schedule. 4. Decision on negotiators and negotiation priority A. Proposing companies with total grade of 70 points or above after the evaluation of technical ability and bidding price shall be selected as eligible negotiators. B. If no company gets total grade of 70 points or above, the project may be put to rebidding. C. Negotiation priority is decided based on the order of total grade; meanwhile, if there are two or more proposing companies with the same total grade, the company with the higher score in technical ability evaluation will get priority. If two or more companies have the same score in technical ability evaluation, the priority will be decided by drawing lots. 5. Negotiation process A. The company with the highest final grade shall be selected as the preferred negotiator, with whom the negotiation will be held. If the negotiation is concluded, there will be no more negotiation with another negotiator. -9- B. If the negotiation is not concluded, another negotiation will be held with another negotiation next in line in the order of negotiation priority according to the same standards and procedures. C. If all negotiations break down, it is possible to hold a rebidding or make a new bidding notification. 6. Others A. The preferred negotiator should start negotiation within ten days after the notification of eligible negotiators according to relevant regulations, and should conclude a contract within ten days after starting the negotiation. B. The conclusion and implementation of the contract shall be made according to the negotiation result as notified by letter; STO's contract provisions; the Act on Contracts to which a Local Government is a Party and the Enforcement Decree and Enforcement Rules of the same act; related general conditions; and special conditions of contracts, instructions to the bidders and general principles. C. In the case the contract guarantee insurance policy is not submitted, down payment cannot be made. However, the service provider can request intermediate payment for the progressed task after partial completion. D. Details of the results of proposal evaluation and negotiation shall not be disclosed, and the proposing company cannot raise an objection to this policy. E. The result of proposal evaluation shall be notified separately, and notification shall not be made to proposers that have not been selected. Ⅲ Guidelines for preparation of proposal 1. Notice for preparation of proposal A. Proposal can be written either in English or Chinese (both traditional and simplified Chinese allowed). Korean translation of the proposal should also be submitted. B. Page number should be written on each page of the proposal. C. All details of the proposal should be verifiable quantitatively, and if a false information is discovered, the proposer shall be excluded from evaluation. - 10 - D. The proposal should satisfy the requirements of the request for proposal and guidelines for preparation of proposal as much as possible, according to the contents and evaluation criteria proposed by the request for proposal. If any item in the proposed contents is irrelevant to the company, please mark "not applicable (NA)." E. It is possible to make multiple suggestions in a proposal. However, advantages and disadvantages of each suggestion should be notified and selection of one among them should be made with clear reasons within the proposal. F. Clear expressions should be used in the proposal, and ambiguous expressions such as "may be possible," "under consideration" or "think" shall be considered to imply impossibility. G. Concerning the details of the part of the proposal on quantitative evaluation, a copy of documented evidence that can prove the facts quantitatively should be submitted along with the proposal. H. For the details related to project implementation, discussion shall be made with the department in charge of the project, and all expenses spent for the proposal shall be covered by the proposer. The submitted proposal and attachments shall not be returned. I. Manpower notified under the status of participating manpower, including the project manager, should participate in the project implementation, and if they don't, it can be constructed as the reason for cancellation or revocation of contract. Meanwhile, if some change in manpower is required due to reasons such as resignation or disease, written consent of the ordering organization should be obtained in advance and a person with the same or better qualifications and experience than his/her predecessor should be placed. 2. Preparation of technical proposal (for quantitative evaluation) A. Number of pages: Not limited B. Paper size: A4 (210mm × 297mm) C. Format: Longitudinal arrangement (long side of A4 paper), binding at the upper left-hand corner, single-sided printing ※ Names of the company and the representative should be provided along with the seal. D. Number of submitted copies: 1 - 11 - E. Contents and preparation method: The proposal shall be prepared according to the following order. In the case of a joint venture, all participating companies should be notified in relevant categories. ① One copy of the summary of business performance in similar services, etc. and the certificate of past service performance, respectively〈Forms No.4 and No.5〉 ② One copy of the general status of proposing company〈Form No.12〉 ③ One copy of the management status of proposing company〈Form No.13〉 ※ Documented evidence of financial statements including the balance sheet and statement of profit and loss to be attached (2010~2011) ④ One copy of the organization chart of participating manpower per field of research〈Form No.14〉 ⑤ One copy of the status of participating researchers〈Form No.15〉 3. Preparation of technical proposal (for qualitative evaluation) A. Number of pages: 30 pages or less, single-sided printing - Cover, interleaf and contents page are not included in the number of pages - When paper sized bigger than A4 is included, the number of pages shall be counted corresponding to the size of A4 paper. B. Paper size: A4 (In inevitable situation when the floor plan is attached, paper of different sizes can also be used) C. Format: Widthwise binding, single-sided printing (color printing allowed) D. Number of submitted copies: 7 - Seven copies of Korean translation should also be submitted. E. Contents and preparation method: Preparation based on the contents of proposal in consideration of evaluation criteria, etc. 4. Contents of proposal and key entries (proposed example) Classification (contents) Key entries and notes - 12 - Others Ⅰ. Summary of proposal ㆍ Purpose and background of proposal ㆍ Characteristics and advantages of proposal, key details ㆍ Characteristics of each exposition and analysis of competitors ㆍ Draft proposal for design (floor plan) (four different design proposals per exposition) 1. Booth planning ㆍ Characteristics of booth design and its advantages and and design disadvantages ㆍ Description of details including space arrangement and flow of human traffic Ⅱ. * Clear and brief ㆍ Feasibility of booth production and installation Detailed action plan ㆍ Description of booth operation method and manpower 2. Booth operation and promotion plan description according to the order of the management plan ㆍ Description of media promotion plan and promotion goals contents ㆍ Suggestion of ideas related to implementation of task ㆍ Detailed implementation schedule 3. Other business ㆍ Participating manpower and division of works (organization management chart) ㆍ Information on manpower and their experiences Ⅲ. Status of proposing company ㆍ General status ㆍ Key business details, business performance, etc. 5. Others A. Signature and effectiveness of proposal 1) Details specified in the proposal and changes made to the details of the proposal based on the request of STO shall have the same effect as the contract, even though they are not stipulated in the contract. However, in the case they are stipulated in the contract, the statements in the contract take precedence over others. 2) STO can request additional materials for confirmation of details of the proposal or demand additional suggestions during the negotiation. Materials submitted by the proposer shall have the same effect as the proposal. - 13 - 3) Details of the submitted proposal cannot be altered unless there is such a request for alteration by STO, and shall be regarded as part of the contract conditions at the time of conclusion of the contract. 4) The proposal should not contain false information, and if, after the conclusion of contract, false statement is discovered or the proposer fails to fulfill its suggestions provided in the proposal, the contract may be nullified and the relevant proposer shall bear the responsibility for the resulting indemnity. B. Disqualification for bidding and contract 1) If false information is included in the documents attached to the proposal or submitted with them 2) If the proposal is not submitted within the specified deadline (punctuality) 3) In the case of violation of copyrights, etc. 4) If the proposal and price proposal are not submitted simultaneously, as stipulated by the fourth clause of Article 39 of the Enforcement Decree of the Act on Contracts to which a Local Government is a Party and Article 42 of the Enforcement Rules of the same act C. Copyrights and mediation of disputes 1) If an objection or difference in opinion arises in relation to the bidding, the matter shall be handled based on the interpretation of STO. 2) The proposing company cannot make any objection to the decision by the members of the evaluation committee, and the details of the evaluation result shall not be disclosed. 3) In principle, all of the submitted proposals shall not be disclosed to the third party, with the exception of the members of the proposal evaluation committee and working-level staff in charge of the project, for the protection of rights and interests of concerned companies. 4) Regarding the evaluation, no objection can be made as to the result of evaluation. 5) In the case any lawsuit is filed or dispute arises due to the copyright issue, etc., after the completion of the service, the service provider shall bear the responsibility. D. Other information and contact 1) All rights to the results and outcomes generated from the project implementation process shall belong to STO, and the service provider shall not disclose or reveal any information obtained in relation to the project. 2) The proposing company can request materials necessary for preparation of the proposal from STO. - 14 - 3) For further information on preparation of the proposal, please contact: Deputy Chief Eunmi Kim, Seoul Tourism Organization (☏+82-2-3788-0864) Ⅳ Attachments 1. <Form No.1> Application for participation in tender 2. <Form No.2> Letter of power of attorney 3. <Form No.3> Letter of appointment of the representative 4. <Form No.4> Summary of business performance in similar services, etc. 5. <Form No.5> Certificate of past service performance 6. <Form No.6> Standard joint venture agreement 7. <Form No.7> Memorandum of agreement 8. <Form No.8> Letter of commitment 9. <Form No.9> Pledge for security 10. <Form No.10> Letter of integrity pact (※ Special instructions to bidders for implementation of integrity pact to be attached additionally) 11. <Form No.11> Price proposal 12. <Form No.12> General status of proposing company 13. <Form No.13> Management status of proposing company 14. <Form No.14> Organization chart of participating manpower per field of research 15. <Form No.15> Status of participating researchers 16. <Form No.16> Certificate of seal in use <Form No.1> Application for participation in tender - 15 - Time of handling * Please fill in the boxes only if applicable. Applicant Company/ corporate name Company registration no. Address Telephone no. Representative Resident registration no. No. of the notice of Summary tender of bidding Name of tendered project Bid bond Immediate No. Date of bidding Installation and operation of Seoul promotion booths at overseas travel fairs to be held in 2012 Waiver of payment I commit myself to pay the bid bond corresponding to 5/100 of the amount of the & payment winning bid in cash if the contract is not concluded after successful bid. commitment All rights related to the concerned bidding shall be I register the seal impression to be used for the bidding Attorney delegated to the following attorney. & seal in Name: use as follows. Resident registration no.: Seal in use: I hereby consent to all details of the notice of tender including the request for proposal and task order for the participation in tender on the 'installation and operation of Seoul promotion booths at overseas travel fairs to be held in 2012' for the Seoul Tourism Organization and submit the proposal along with attachments. Attachments: 1. One copy of documents confirming qualifications for participation in tender 2. Other documents stipulated by the notice Proposer: (Seal) (Company seal) To the President of the Seoul Tourism Organization <Form No.2> Letter of power of attorney - 16 - Name Date of birth Representative of proposing company Address Name of Contact no. company Name Attorney Date of birth Address Current Contact no. post/position (mobile phone) I hereby certify that the above person has been authorized to act as the proposing company's proxy in bidding for the installation and operation of Seoul promotion booths at the travel fair to be held in our city in 2012. Date: , 2012 Representative of proposing company: (Seal) To the President of the Seoul Tourism Organization ※ Required documents: Proof of employment, identification card ※ Seal used for the letter of power of attorney should be the same as the seal of the representative of proposing company. ※ The responsibility for all problems that may occur due to submission of the proposal by proxy shall be borne by the representative of the proposing company and the person who submits the proposal. <Form No.3> - 17 - Letter of appointment of the representative The proposer appoints the undersigned as representative of the proposing company in bidding for the installation and operation of Seoul promotion booths at overseas fairs to be held in 2012 for the Seoul Tourism Organization. Date: , 2012 Representative of the proposing company Company name Representative Seal Joint venture participant Company name Representative Seal To the President of the Seoul Tourism Organization <Form No.4> - 18 - Summary of business performance in similar services, etc. Company name: Category Service/ research title Summary of service (specific details of performance) Service period Contract price (Unit: KRW1,000,000) Participation Ordering Project ratio organization manager Others 1. Performance related to exhibition booth installation or operation for three years prior to the date of notice 2. Concerning service performance (including similar services) worth USD17,000 per project, the certificate of performance by the ordering organization should be attached. (Summary of service should be included. Acknowledgement of the business performance shall be made only if documented evidence is provided.) 3. Concerning similar services, the acknowledgement shall be made based on the decision of the ordering organization. 4. In the case of joint venture contracts, only the proposing company's share shall be entered in the contract price box. (Attachment of a copy of the joint venture agreement required) <Form No.5> - 19 - Certificate of past service performance Proposer Company name Representative Location Telephone number Company registration no. Business registration no. Usage of certificate Participation in tender Where to submit Scope & standards of service (surface area, price, etc.) Service title Details of service Classification Academic research Manufacturing Others ( ) ( ) ( ) Summary of service performance Contract no. Contract date Contract period (service period) Service performance Contract price (contract area) (price amount) Percentage Others Performance I hereby certify the above statements as true to the best of my knowledge. Date: , 2012 Certification Name of organization: (Seal) (Tel: ) authority Address: (Fax: Certification department: ) Officer in charge of certification: ① Certificate of past service performance shall be limited to cases corresponding to the scope and standards of service (targets, price, etc.) as announced at the time of the notice of tender ② The name of the officer in charge, contact number, etc. should necessarily be entered, and the official seal of the ordering organization should be stamped. ③ In the case of service by a joint venture (consortium), the contract price shall be entered based on the ratio of participation. ※ If it is not possible to submit the certificate of past service performance, other relevant documents such as a copy of the contract will do. - 20 - <Form No.6> Standard joint venture agreement (shared responsibility) 1. [Purpose] The agreement is made to pledge joint implementation of the following contract by members of the joint venture through mobilization of financial resources, management, technical ability, manpower, materials and equipment and through responsibility sharing in planning, construction, etc. for the construction, goods or services noted below. 1. Contract title: 2. Contract price: 3. Ordering organization: 2. [Joint venture] The title, location and representative of the joint venture are as follows. 1. Title: 2. Location of main office: 3. Name of representative: 3. [Members of the joint venture] ① Members of the joint venture are as follows. 1. Company name: Location: (Representative: ) 2. Company name: Location: (Representative: ) ② The representative of the joint venture shall be _______________. ③ The representative of the joint venture shall represent the joint venture face-to-face the ordering organization and the third party, and shall hold the authority over management of the joint venture's properties, payment request, etc. - 21 - 4. [Effective period] The agreement shall take effect as soon as the relevant parties sign on, and shall be terminated with the implementation of the above-mentioned contract. Meanwhile, the agreement shall continue to be effective as long as the rights and duties toward the ordering organization or a third party remains in relation to the contract. 5. [Duty] Members of the joint venture pledge to use all necessary knowledge and skills to realize the purpose stated in the above paragraph 1 based on sincerity, diligence and faith. 6. [Responsibility] Members of the joint venture shall respectively take responsibility for implementation of duty toward the ordering organization according to the contract and based on the division of task. 7. [Subcontracting] Each member of the joint venture may subcontract some part of his task under his own responsibility. 8. [Transaction account] Down payment, interim payment, etc. as stipulated in the payment rule under the joint contract operation code III-7 in the chapter 3 of the established rule「Guidelines for bidding and contract conclusion by local governments」shall be paid through the following account. 1. Company name __________ (representative of joint venture): Bank name ___________, account number _______________, account holder _____________ 2. Company name __________: Bank name ___________, account number _______________, account holder _______________ 9. [Division of tasks among members] ① Division of task among members shall be made as follows. [Example] 1. In the case of a general construction project A) Company name ___________: public works B) Company name ___________: pavement works 2. In the case of an environmental equipment installation project A) Company name ___________: equipment installation works B) Company name ___________: production of equipment - 22 - ② Division of task as stated in the above section 1 may be changed in any of the following cases. However, in the case of the change of task, it is not possible to transfer all of the task of one or more members to another member. 1. If the contract price has been increased or decreased due to some changes in the details of the contract with the ordering organization 2. In the case any of the members of the joint venture cannot implement the contract as stated in the agreement due to reasons including insolvency, disorganization and bankruptcy, and thus some change in division of task is requested jointly by the members of the joint venture. 10. [Sharing of joint expenses] Members shall share joint expenses, etc. that arise in implementation of the contract according to the expense ratio in the division of task. 11. [Responsibility among members] ① Damage caused to a third party by a member of the joint venture in relation to the implementation of his task shall be covered by the concerned member. ② Damage caused to a member of the joint venture by another member shall be handled under mutual consultation, but if an agreement is not reached as a result, the matter shall be decided by the steering committee. 12. [Limitation on transfer of rights and responsibilities] Members of the joint venture cannot transfer the rights and responsibilities based on the agreement to a third party. 13. [Handling of a midway withdrawal] ① Members of the joint venture cannot withdraw from the joint venture until the completion of the bidding and contract implementation with the exception of any of the following cases. 1. When the ordering organization and all members of the joint venture agree to the withdrawal 2. When the withdrawal of a member is made by other members of the joint venture under the consent of the ordering organization due to his failure to implement the contract without justifiable reasons including insolvency, disorganization and bankruptcy. ② If some of the members are unable to implement the contract due to reasons including insolvency, disorganization or bankruptcy, the remaining members shall implement the contract. However, if the remaining members are not sufficient to qualify for the implementation of the remaining part of the - 23 - contract in matters related to license, performance record, estimated value of construction capability, etc., the discrepancy should be solved by, for example, adding a new member under the consent of the ordering organization. ③ Concerning the case of the above section 2, the statement under section 2 of the paragraph 11 shall be applied. 14. [Responsibility for defect warranty] If a defect arises in the concerned construction after the dispersion of the joint venture, the responsibility shall be shared according to the division of task. 15. [Steering committee] ① The joint venture shall set up a steering committee with the members of the joint venture to discuss all matters related to the implementation of the contract. ② Matters not stated in this agreement shall be decided by the steering committee. We hereby conclude the joint venture agreement as above and prepared three copies of the agreement, which shall be kept by each member of the joint venture after signing and sealing. Date: , 2012 - 24 - President: (seal) President: (seal) <Form No.7> Memorandum of agreement No. of notice of tender Date of tender , 2012 Bid title We agree to accept all conditions, instructions to the bidders and details of the notice of tender decided by your organization in forming a joint venture for and participating in tender. The representative of the joint venture shall make a bid on the price agreed upon by all members. We pledge that, in the case of winning the bid, all members shall carry out conclusion and implementation of the contract faithfully based on the bidding price proposed by the representative, and accordingly submit the memorandum of agreement. Date: , 2012 Representative of the joint venture Location of main office Company name Name (seal) Business registration number Resident registration number Member of the joint venture Location of main office Company name Name (seal) Business registration number Resident registration number To the President of the Seoul Tourism Organization - 25 - <Form No.8> Letter of commitment ○ Bid title: Installation and operation of Seoul promotion booths at overseas travel fairs to be held in 2012 The company, as a participant of the bidding for the above project, pledge that it does not object to the service provider selection method of your city, details of the request for proposal and your organization's policy related to the bidding, and that it will not oppose any decision made during the bidding process carried out based on fair evaluation and objective internal procedures. In addition, the company shall not raise any objection to unfavorable evaluation due to false or inappropriate information provided in the proposal, sanctions against unlawful companies and exclusion from the candidacy for bidding by your city, and shall not oppose the result of evaluation by the members of the evaluation committee chosen by the Seoul Metropolitan Government, according to given evaluation method and criteria. The company shall comply with all instructions by the Seoul Metropolitan Government until the selection of service provider, including additional requests from the city for submission of documented evidence to facilitate conclusion of the contract. Date: 2012 Address: Company name: Representative: (seal) Company registration number: - 26 - , To the President of the Seoul Tourism Organization <Form No.9> Pledge for security Proposer Company name Company registration number Address Telephone number Representative Resident registration number - 27 - I hereby pledge that I will abide by all conditions related to the proposal in submitting it for the bidding on the installation and operation of Seoul Promotion booths at overseas fairs to be held in 2012 carried out by your city and do my best to maintain security. I also pledge not to raise any objection to your city's actions in case any problem occurs due to negligence of security. Date: , 2012 Pledger (representative) (seal) To the President of Seoul Tourism Organization <Form No.10> Letter of integrity pact Recognizing that transparent business management and fair administration without corruption are essential for social development and national competitiveness, and in full support of the integrity pact adopted to keep up with the recent trend of stronger anti-corruption measures after the implementation of the OECD Anti-bribery Convention, the executives, staff members and representative of the company and its subcontractors (including those who have worked directly or indirectly with subcontractors) shall - 28 - 1. avoid collusion to maintain the bidding price or help a particular party to succeed in bidding, or any other unfair practice that unfairly undermines free competition in bidding through negotiation, resolution or consent with another company. The party that succeeds in tender in violation of this principle by leading mutual negotiation for bidding price in a competitive bid in advance shall not participate in bidding held by the Seoul Tourism Organization, autonomous districts, public corporations, etc. (hereinafter STO, etc.) for two years after the restriction on bidding qualifications is announced; the party that leads collusion for a particular party's successful bid shall not participate in bidding held by STO, etc. for one year after the restriction on bidding qualifications is announced; a party that engaged in consultation with other bidders to negotiate bidding qualifications or colluded with others for a particular party's successful bid shall not participate in bidding held by STO, etc. for six months after the restriction on bidding qualifications is announced; and if unfair practices including collusion are revealed, we shall not oppose to the ordering organization in pressing charges at the Free Trade Commission to impose penalty surcharge based on the Monopoly Regulations and Fair Trade Law. 2. avoid giving bribes in money or valuables or red-carpet treatment to relevant staff in the processes of bidding, contract conclusion and contract implementation (including after completion of the project) directly or indirectly, and if this pledge is violated, we shall not participate in bidding held by STO, etc. for the periods noted below. 1) Concerning bidding, bid winning, contract conclusion and contract implementation (including after completion of the project) A. Provision of bribe or unfair benefits worth KRW100,000,000 or more: 2 years B. Provision of bribe or unfair benefits worth between KRW10,000,000 and KRW100,000,000: 1 year and 6 months C. Provision of bribe or unfair benefits worth less than KRW10,000,000: 1 year 2) Concerning bidding or selection of the winning bidder A. Provision of bribe or unfair benefits worth KRW100,000,000 or more: Less than 1 year B. Provision of bribe or unfair benefits worth between KRW10,000,000 and KRW100,000,000: 9 months C. Provision of bribe or unfair benefits worth less than KRW10,000,000: 6 months 3. If the fact of provision of bribe to relevant staff in relation to bidding, contract conclusion and contract implementation is revealed before the conclusion of contract, we shall submit to - 29 - cancellation of selection as the winning bidder; if such a fact is revealed before the beginning of construction, we shall submit to cancellation of the contract; and if such a fact is revealed after the beginning of construction, we shall submit to the cancellation of the entire or part of the contract by the ordering organization and shall not raise objection through civil or criminal action. 4. We shall make efforts to establish internal code of ethics prohibiting bribery or unfair practices including collusion of the company's executives and staff members as well as company rules under which inside informers on corruption are not given any disadvantage; and to establish internal code of ethics prohibiting bribery or unfair practices including collusion of the company's executives, staff members (including subcontractors and those who directly or indirectly work with the subcontractors) and proxy, as well as company rules under which inside informers on corruption are not given any disadvantage. If bribery or unfair practices including collusion in relation to reported violations is revealed, the company that has provided the bribe shall not participate in bidding. 5. Concerning the bidding, contract conclusion, contract implementation and completion of the project, we shall actively cooperate with submission of relevant materials, inspection of documents, on-spot verification, etc. demanded by the Citizen's Ombudsman operated by STO, etc. 6. In concluding and implementing subcontracting contract in relation to the project, we shall not receive money or valuables from the subcontractor or engage in unfair or wrongful practices. The company pledges to abide by the above integrity pact as a vow made based on mutual trust, to include and fulfill the content of the integrity pact as special conditions of the contract if the company is selected as the winning bidder, and not to claim for damages against STO in relation to STO's actions including restriction on bidding qualifications and cancellation of contract or raise objection through civil or criminal action in relation to bidding that excludes the company. Date: 2012 Pledger: Name of company __________ Representative ___________ (seal) - 30 - , <Attachment to Form No.10> Special instructions to bidders for implementation of integrity pact 1. (Purpose) The special instructions to bidders for implementation of integrity pact aims at determining special instructions that those who plan to participate in tender for construction, service, purchase of goods, etc. held by the Seoul Tourism Organization should pay attention to the implementation of the Seoul Tourism Organization's integrity pact. - 31 - 2. (Submission of the letter of integrity pact by bidders) ① A company that participates in tender should submit the letter of integrity pact stating that the ordering organization and the company shall not engage in unfair practices in bidding, contract conclusion and contract implementation processes or provide bribe such as money, valuables and red-carpet treatment or unfair benefits to relevant staff, based on mutual trust, and submit to restriction on bidding qualifications, cancellation of contract, etc. at the time of violation of this principle, with the signature of the company's representative; and if it is selected as the winning bidder and proceeds with conclusion of the contract, the contracting party should agree on stipulating the details of the integrity pact as special conditions for implementation of STO's integrity pact and abide by them. ② At the time of the registration for bidding, those who refuse to or do not submit the letter of integrity pact cannot participate in tender. ③ If the company selected as the winning bidder refuses to stipulate the details of the letter of integrity pact as special conditions for implementation of STO's integrity pact at the time of conclusion of the contract, and thus the contract is not concluded within ten days after the notification of successful bid, it shall face cancellation of the successful bid. 3. (Issuance of the letter of integrity pact by the ordering department) ① Those who want to participate in tender for construction, service, purchase of goods, etc. targeted for integrity pact should submit the letter of integrity pact issued by the ordering department at the time of bidding registration with the signature of the company's representative. After that, the Seoul Tourism Organization shall issue its own letter of integrity pact <Form No.10> stating that the head of the ordering organization and staff in charge shall not demand or accept any money, valuables or red-carpet treatment from companies participating in tender in the processes of bidding, contract conclusion and contract implementation, and shall submit to reprimand including disciplinary action according to relevant laws, along with its representative's signature. ② According to the stipulation in the above section 1, those who refuse to receive the letter of integrity pact from the head of the ordering organization and staff in charge of the project, issued by STO, etc. cannot participate in the relevant bidding. 4. (Restriction on bidding qualifications of improper companies) ① In the case a participant in tender has engaged in unfair practices including collusion on bidding price or a particular party's successful bidding, the participant shall be subject to restriction on bidding qualifications in tender held by STO, etc. - 32 - 1) The party that leads collusion for the successful bid of a particular party in a competitive bid cannot participate in bidding held by STO, etc. for two years after the restriction on bidding qualifications is announced. 2) The party that leads mutual negotiation for bidding price in a competitive bid in advance or collusion for a particular party's successful bid cannot participate in bidding held by STO, etc. for one year after the restriction on bidding qualifications is announced. ② In the case of unfair practices including bidding collusion, the party shall not raise any objection to the ordering organization in dealing with the issue by, for example, pressing charges at the Free Trade Commission based on the Monopoly Regulations and Fair Trade Law. ③ Bribe including money, valuables and red-carpet treatment or unfair benefits should not be provided directly or indirectly to relevant staff in the processes of bidding, contract conclusion and contract implementation, and if this principle is violated, the party shall be subject to restriction on participation in tender held by STO, etc. as stated below. 1) The party who won the bidding by taking advantage of bribe provided to relevant staff in the processes of bidding, contract conclusion and contract implementation or the party that provided poor construction after being allowed expediency during the construction cannot participate in tender held by STO, etc. within two years after the restriction on bidding qualifications is announced. 2) The party that provided bribe to relevant staff under the purpose of getting advantage in bidding and better contract conditions for a bidder or a successful bidder, or the purpose of providing insufficient implementation of the contract, cannot participate in tender held by STO, etc. within one year after the restriction on bidding qualifications is announced. 3) The party that provided bribe to relevant staff in relation to bidding, contract conclusion and contract implementation cannot participate in bidding held by STO, etc. for six months after the restriction on bidding qualifications is announced. ④ The company that participates in bidding in relation to the restriction on bidding qualifications stipulated in the above sections 1 to 3 shall not claim damages against STO in relation to STO's restriction on bidding qualifications or raise objection through civil or criminal action in relation to bidding that excludes the company. 5. (Cancellation of contract, etc.) ① The party that provided bribe to relevant staff in relation to bidding, contract conclusion and contract implementation shall face action on the concerned contract as stated below. - 33 - 1. In the case the wrongdoing is revealed before conclusion of the contract, the party shall be excluded from eligible negotiators, and if the party has been selected as the winning bidder, the decision shall be revoked. 2. In the case the wrongdoing is revealed after conclusion of the contract and before beginning of the construction, the concerned contract shall be cancelled. 3. After the beginning of the construction, the entire or part of the contract shall be cancelled. However, if it is inevitable to continue the construction considering the characteristics, progress, size, construction period, etc. of the project, cancellation shall not be made. 4. The contracted party shall not make any objection through civil or criminal action to the cancellation or revocation of the contract based on the stipulations in the above sections 1 to 3. 6. (Others) ① The company that participates in tender should make positive efforts to establish internal code of ethics prohibiting its executives, staff members (including subcontractors) and proxy from providing bribe or getting engaged in unfair practices including collusion, and company rules under which inside informers on corruption are not given any disadvantage. ② The company should actively cooperate with submission of relevant materials, inspection of documents, on-spot verification, etc. demanded by the ordering organization in relation to the integrity pact implemented by STO, etc. for bidding, contract conclusion and contract implementation of the project. ③ In conclusion and implementation of subcontractor contract related to the project, the company shall not receive money or valuables from the subcontractor or engage in any other unfair or wrongful practices. <Form No.11> Price proposal Details of bidding No. of notice of tender Project title No. Date of tender , 2012 Installation and operation of Seoul promotion booths at overseas travel fairs to be held in 2012 - 34 - Date of completion (delivery) USD_______________ Price ※ Amount excluding Korean V.A.T. ※ Amount including other charges that arise overseas including tax, etc. Proposer Company name Company registration no. Address Telephone no. Representative Resident registration no. I hereby submit the price proposal certifying that I am well acquainted with all details of the request for proposal for the project placed based on Article 44 (Conclusion of contract based on negotiation on knowledge-based projects, etc.) of the Enforcement Decree of the Act on Contracts to which a Local Government is a Party in participating in bidding and that I will faithfully implement the project within the project period set by your organization. Attachment: 1 copy of the statement of calculation Date: , 2012 Bidder (seal) To the President of Seoul Tourism Organization Note) Contract shall be concluded based on the price excluding profit and V.A.T. in the case of a non-profit organization (contract conclusion based on the price excluding V.A.T. for organizations exempt from V.A.T.) <Form No.12> General status of proposing company Company name Representative - 35 - Business field Address Telephone no. FAX no. Homepage address e-mail Year of foundation Period of service in relevant field (month), (month), (year) ~ (year) (month), ( ___ months and ____ years) Brief history ○ Organization chart 〔any type of form allowed〕 - 36 - (year) ○ Status of company manpower Name Classification (Year of birth) Field (academic major) Key experiences Technical competence rating Years of service in relevant field ※ The name of the officer in charge for each field should be included. Entry should be made in the order of rank to facilitate evaluation. <Form No.13> Management status of proposing company (Unit: USD) Classification 2010 2011 - 37 - Total Average 1. Total assets 2. Total capital 3. Equity capital 4. Current liabilities 5. Fixed liabilities 6. Current assets 7. Current net profit 8. Sales cost 9. Sales 10. BIS capital adequacy ratio Total capital Total assets 11. Current ratio Current assets Current liabilities Note)1. Documented evidence related to financial statements including the balance sheet and the statement of profit and loss, etc. should be attached for the confirmation of capital ratio and current ratio. (2010~2011) 2. Ratios shall be rounded off to three decimal places. 3. Financial statements which have already been settled should be submitted after confirmation by concerned tax office or a CPA. <Form No.14> Organization chart of participating manpower - 38 - Project manager Post Post Name Post Name Name Post Name Post Name Post Name Note) 1. Post for each participant (including joint participants) with participation qualifications shall be entered. 2. For researchers, etc., positions and ranks at organizations which they belong to shall be entered. <Form 15> Status of participating researchers - 39 - Highest level of education/ License Service Service academic degree Ran period experienc Classificatio Ratin k Dut Other Date Date Name (months e in Field of Technical n g (age y s Schoo Degre Majo of Typ of / relevant professio competenc ) l name e r receip e receip years) field n e rating t t Subtotal (no. of people ) Project manager (field: ) Chief researcher Researcher (field: ) Chief researcher Researcher Research assistant Assistant Note) 1. Please notify the person in charge of each field. Researchers in each field shall be entered in the order of rank (post), and participating researchers should not be represented in two or more fields. 2. Manpower that actually work at the workplace should be entered. 3. For service experience in a relevant field, only the experience in the particular field shall be entered. . <Form No.16> - 40 - Certificate of seal in use Seal in use The above seal is the one currently used by the company, which we will use for matters related to bidding and conclusion of contract with your organization. Accordingly, we hereby submit the certificate of seal in use. Date: , 2012 Address: Company name: (Company Seal) Representative: To the President of the Seoul Tourism Organization - 41 -