Treaty (27 April 1994)

April 27, 1994

MEMORANDUM OF UNDERSTANDING BETWEEN THE GOVERNMENT OF THE REPUBLIC OF THE PHILIPPINES AND THE GOVERNMENT OF CANADA FOR THE TELECOMMUNICATIONS IMPORT SUPPORT PROJECT - II (PROJECT NUMBER: 734/18476) MEMORANDUM OF UNDERSTANDING BETWEEN THE GOVERNMENT OF THE REPUBLIC OF THE PHILIPPINES AND THE GOVERNMENT OF CANADA

The Government of the Philippines (hereinafter called "PHILIPPINES") and the Government of Canada (hereinafter called the "CANADA"), desiring to record an understanding concerning a Canadian development assistance project to the PHILIPPINES entitled "Telecommunications Import Support Project -II" have agreed as follows:

ARTICLE I

NATURE OF THE MEMORANDUM OF UNDERSTANDING

SECTION 1.01 This Memorandum of Understanding constitutes an arrangement pursuant to the objectives and purposes of the General Agreement on Development Cooperation between the PHILIPPINES and CANADA, dated the 13th day of November 1987, and is intended to set out the responsibilities of the two Governments in relation to the Project.

ARTICLE II

RESPONSIBLE AUTHORITIES

SECTION 2.01 CANADA designates the Canadian International Development Agency (hereinafter called "CIDA") as the agency responsible for the implementation of its obligations under this Memorandum of Understanding.

SECTION 2.02 The PHILIPPINES designates the Department of Transportation and Communications (hereinafter called "DOTC") as the agency responsible for the implementation of its obligations under this Memorandum of Understanding.

ARTICLE III

THE PROJECT

SECTION 3.01 The PHILIPPINES and CANADA shall participate in the Telecommunications Import Support Project - II (hereinafter called the "Project"). The goal of the Projectis to contribute towards regional development, focusing on the southern Philippines through the development of a sustainable telecommunication system pursuant to the Philippine Municipal Telephone Act of 1989. The Project is more particularly described in Annex "A" hereto.

ARTICLE IV

PROJECT IMPLEMENTATION PLAN

SECTION 4.01 For implementation of the Project, the PHILIPPINES will prepare a Project Implementation Plan and submit it to CIDA for concurrence. The Project Implementation Plan will be finalized within ninety days from the effective date of this Memorandum of Understanding, and will contain, inter alia, the following:

a) a detailed description of the Project;

b) an outline of the methods and means to carry out the Project;

c) a schedule for the implementation of the Project activities, including a milestone chart;

d) the reporting requirements for the Project;

e) the nature, timing and responsibilities for Project evaluations and the means by which these shall be met;

f) a detailed statement of obligations, duties, and responsibilities of the PHILIPPINES and CANADA together with their respective contributions.

ARTICLE V

CONTRIBUTION OF CANADA

SECTION 5.01 CANADA shall make available to the PHILIPPINES, a contribution in an amount not to exceed eleven million seven hundred and fifty thousand Canadian dollars (Cdn $11,750,000) (hereinafter 4 called the "Contribution") which will be used for the purpose of the Project.

SECTION 5.02 The PHILIPPINES shall not use the contribution to directly or indirectly finance any taxes, fees, customs duties or any other levies or charges including non-tariff barriers on any goods, materials, equipment, vehicles and services purchased or acquired for, or related to, the execution of the Project.

ARTICLE VI

CONTRIBUTION OF THE PHILIPPINES

SECTION 6.01The PHILIPPINES shall, subject to its normal budgetary process, provide or cause to be provided, as needed, all resources which may be required to implement this Memorandum of Understanding and the Project. The responsibilities of the Philippine Executing Agency are detailed in Annex "B".

ARTICLE VII

USE OF THE CONTRIBUTION OF CANADA

SECTION 7.01 The Contribution will be used for financing thirty-five percent (35%) of the contract price of each transaction described in Annex "A", in parallel with the Line of Credit made available to the PHILIPPINES by the Export Development Corporation of Canada (hereinafter referred to as MEDC"). The Contribution will only be disbursed after the signing of the Line of Credit Agreement between the PHILIPPINES and EDC.

SECTION 7.02 The procedures for procurement of and payment for any goods, equipment and services to be purchased or acquired with the Contribution shall be those set forth in Annex "C".

SECTION 7.03 Goods, equipment and services purchased or acquired with the Contribution shall have an overall Canadian content as per EDC requirements.

ARTICLE VIII

CANCELLATION AND SUSPENSION

SECTION 8.01 CANADA may, after consultation with the PHILIPPINES, suspend fully or in part the availability of the Contribution should one of the following cases occur:

a) the PHILIPPINES has failed or is unable to meet its obligations under this Memorandum of Understanding; or b) the financing provided in parallel by the EDC has been suspended or cancelled.

SECTION 8.02 If the full amount of the Contribution made available by CANADA is not committed within two years from the date of signing of this Memorandum of Understanding or the date upon which the EDC Line of Credit Agreement becomes effective, whichever date is later, the balance will be cancelled, unless modified by mutual agreement.

ARTICLE IX

GENERAL UNDERTAKINGSECTION 9.01

The PHILIPPINES and CANADA shall ensure that the Project is carried out with due diligence and efficiency.

SECTION 9.02 The PHILIPPINES and CANADA shall cooperate fully to ensure that the Project will be accomplished, and each shall furnish to the other all such information as shall reasonably be requested with regard to the Contribution, the Project and any matter relating thereto. The PHILIPPINES shall advise CANADA as soon as possible of any condition or contingency which interferes with, or threatens to interfere with, the accomplishment of the Project.

SECTION 9.03 Accredited representatives of CANADA may, at reasonable times and with prior consultation with the PHILIPPINES, visit project sites in the Philippines for the purpose of any matter related to this Memorandum of Understanding.

ARTICLE X

COMMUNICATIONS

SECTION 10.01 Any communications or documents given, made or sent by either the PHILIPPINES or CANADA pursuant to this Memorandum of Understanding shall be in writing and shall be deemed to have been duly given, made or sent to the party to which it is addressed at the time of its delivery by hand, mail, telegram, telex or facsimile at its respective address, namely; For the PHILIPPINES: Mail Address: The Secretary Department of Transportation and Communications Philcomcen Building Ortigas Avenue, Pasig Metro Manila, Philippines Telex: 42219 DOTC PM Fax: (63-2) 721-9098 For CANADA: Mail Address: The Director of Operations - Southeast Asia Canadian International Development Agency 200 Promenade du Portage Hull, Quebec, Canada K1A 0G4Telex: 053-4140 CIDA HULL Fax: (819) 953-3350

SECTION 10.02 Any one of the parties hereto may, by written notice to the other party hereto, change the address to which any notice or request shall be sent.

SECTION 10.03 All communications and documents submitted to CANADA shall be in either the English or the French language, and those submitted to the PHILIPPINES shall be in the English language.

ARTICLE XI

INTERPRETATION

SECTION 11.01 Differences which may arise in the application of the provisions of this Memorandum of Understanding shall be settled by means of negotiations between the PHILIPPINES and CANADA or by any other manner mutually agreed upon by their respective Governments.

ARTICLE XII

ENTIRE UNDERSTANDING

SECTION 12.01 This Memorandum of Understanding together with Annexes "A", "B", and "C" which form an integral part hereof constitutes the entire understanding between the parties with respect to the Project.

ARTICLE XIII

CONSULTATION

SECTION 13.01 The PHILIPPINES and CANADA will endeavour to consult each other in respect of any matter that may from time to time arise in connection with this Memorandum of Understanding.

ARTICLE XIV

GENERAL PROVISIONS

SECTION 14.01 This Memorandum of Understanding shall come into force and effect on the date of signature and shall expire on the 31st day of March 1999. This Memorandum of Understanding may be amended from time to time, as deemed necessary, by mutual agreement through an exchange of letters.IN WITNESS WHEREOF, the undersigned have signed this Memorandum of Understanding in duplicate in Manila, Philippines on the 27th day of April 1994. ON BEHALF OF THE GOVERNMENT OF THE REPUBLIC OF THE PHILIPPINES ON BEHALF OF THE GOVERNMENT OF CANADA

(Sgd.) ROBERTO R. ROMULO (Sgd.) STEPHEN HEENEY Secretary of Foreign Affairs Ambassador of Canada