ARTICLE 1
DEFINITIONS

The words and phrases herein used shall have the following meanings:

1.1 Bidding Documents

Bidding Documents refers to the Request for Proposal (RFP), also known as the Terms of Reference, issued by COMELEC, including all Bid Bulletins.

1.2 Contract

Contract refers to this agreement by and between COMELEC, on one hand, and the PROVIDER, on the other hand, together with all its Annexes or "Contract Documents", for the Project.

1.3 Continuity Plan

Continuity Plan is a list of contingency measures, and the policies for activation of such, that are put in place to ensure continuous operation of the AES. It shall cover risks to the AES at all points in the process such that a failure of elections, whether at voting, counting or consolidation may be avoided.

It is also a logistical plan that presents how the parties will recover and restore partially or completely interrupted critical and/or urgent functions within a predetermined time after a disaster or extended disruption.

1.4 Customization

Customization means modification, conversion or adaptation of the software to suit the requirements of Philippine laws and general instructions of COMELEC on the conduct of the elections.

1.5 Delay

Delay means any disturbance or interruption and/or unavailability of any Service to be used and necessary for the Project's requirements, caused by any of the following:

a) malfunction of any portion of the Project and/or the inability of any of the leased or purchased Equipment to provide Services adequate to meet its requirements in any precinct or canvassing center; or

b) failure occurring in any of the leased or purchased Equipment; or

c) non-availability of other Project-related resources; or

d) other causes directly attributable to the fault of the PROVIDER and/or COMELEC; or

e) other causes directly attributable to Force Majeure.

1.6 Development Set

Development set refers to the set of twenty (20) Precinct Count Optical Scan (PCOS) machines to be used during the System Development Life Cycle (SDLC) of the software solution (EMS, CCS, and PCOS applications)

1.7 Election Day

Election Day refers to May 10, 2010.

1.8 Equipment

Equipment refers to the hardware component of Goods, consisting of all devices to be used for the Project.

1.9 Financial Proposal

Financial Proposal means the Financial Bid submitted by TIM and SMARTMATIC to COMELEC during the bidding process for the Project.

1.10 Firmware

Firmware means the permanent instructions and data programmed directly into the circuitry of read-only memory for controlling the operation of the machines.

1.11 Force Majeure

Force Majeure means an event, condition, or circumstance which cannot be foreseen and which, though foreseen, is inevitable or beyond the control of the parties, absent their fault or negligence, which prevents or causes delay or disruption in the performance of any obligation of any of the parties, such as but not limited to, war, whether declared or not, hostilities, belligerence, blockade, revolution, insurrection, riot, terrorism, and natural disasters (including fire, flood, earthquake, volcanic eruption, storm, typhoon, lightning, tidal wave) and analogous circumstances.

1.12 Full-Time Basis

Full-time basis refers to the operation of the Project all the time, as needed, 24 hours a day, 7 days a week, during the Term as defined hereunder.

1.13 Functional System and Software Agreement

Functional System and Software Agreement refers to the complete description of the normative behavior of the system to be developed (Inputs, Processes and Reports). It includes a set of algorithms and heuristics that describe all of the interactions that the users will have with the software.

1.14 Goods

Goods refers to the precinct count optical scan (PCOS) machines and their peripherals, personal computers, servers, electronic transmission devices, printers, integrated software and other related equipment, both hardware and software, including all deliverable supplies, ballots and materials, except ballot boxes, as presented by TIM and SMARTMATIC in their Technical and Financial Proposals, and all other materials necessary to carry out the Project.

1.15 Implementing Unit

Implementing Unit means the Project Management Office (PMO) of COMELEC.

1.16 Project

Project refers to COMELEC's nationwide automation of the voting, counting, transmission, consolidation and canvassing of votes for the May 10, 2010 Synchronized National and Local Elections, consisting of the three (3) Components mentioned in the Bidding Documents.

1.17 Services

Services refers to all acts to be performed or provided by the PROVIDER to COMELEC for the operation and completion of the Project, enumerated and described in the Technical and Financial Proposals, as amended or expounded by the Bidding Documents, particularly in reference but not limited to Components 2 and 3.

1.18 Site

Site refers to each of the locations identified and designated by COMELEC where the PROVIDER shall install the Equipment including the PCOS machines.

1.19 Taxes

Taxes refers to any present or future taxes (including gross receipts tax or value-added tax), imposts, stamps, duties, filing and other fees or charges imposed by the Philippine Government or any political subdivision or taxing authority thereof, but excluding income taxes of the PROVIDER, whether or not subject to withholding.

1.20 Technical Proposal

Technical Proposal means the Technical Bid submitted by TIM and SMARTMATIC to COMELEC during the bidding process for the Project.

1.21 Updates

Updates shall mean changes made to the software to improve the efficiency or effectiveness of the current software functions.

1.22 Upgrades

Upgrades shall mean changes made to the software which add one (1) or more new functions or a new version to the current software that more than enhances the efficiency or effectiveness thereof.

	Introduction	Table of Contents	Article 2

POSTED: 07.30.09 LTO